The Boy With The Watch
by Kako Koritsi
Summary: So, this was what they were left at now, huh? Just a boy and his watch, left to pick up the broken pieces of the universe. At least, that's what he liked to imagine. Really, though, he knew he was just picking up the broken pieces of himself, stretched out too far for his hands to reach.
1. Prologue

It was never supposed to be like this.

Somehow- and he didn't know how, which was an increasingly infuriating realization- but somehow, one of the Galvan's calculations went awry. Whatever that may have been, whatever may have gone wrong, was utterly lost to him, and utterly unimportant to any upcoming events now.

It didn't mean that he didn't want to know what went wrong in the first place, however.

So there Azmuth was, the greatest mind in three galaxies, working at the sheltered peak of a astounding tower. It was tall by all means, polished and shining, standing proud in the alien's planet. Windows displayed the clean and organized environment outside, taunting the Galvan within mounted walls and bringing trails of light unto his labors.

He had been atop the building for a considerable amount of time, the measurement lost to the genius. Endless reconstructions of his most prized creation laid scattered around Azmuth, reminding him of his failures. Even now, his fragile fingers worked to string together another failing prototype, success washing away into the passing hours.

Before long, it too was tossed to aside, too intricately built to survive the heavy crash to the floor. Azmuth took some relish of the telltale shattering of glass and weak metal. They always ended somewhat like that, it seemed.

The grey alien sighed, taking his head into calloused palms. It was frustrating- he had constructed the item of his endeavors once before! Why not again?

Azmuth had notes, of course. Any self-respecting scientist did. But those detailed a construct that was flawless in making. The object he aspired to remake was very much flawed, because truly, if he did not know what he had done wrong, he could not fix it. Whilst he could probably make do with traveling to Earth and prizing the original from where he knew it sat in a certain teenage boy's closet, he knew that it was unfortunately nonoperational. Nonworking, dormant, collecting dust. His greatest creation.

Another sigh. If such substances such as liquor existed on his beautiful planet, Azmuth would be drowning in it. Ah, well. It appeared that the universe would have to deal with it's easily plausible doom until the correct solution presented itself. He was the only one to blame, really, and Azmuth knew that. The Omnitrix was so damaged, so corruptible, and it's host so... corrupted. Sentimental. Trapped.

It was never supposed to be this way. Yet, it was.

"Delightful," he muttered, and his voice was scratchy and devoid of that thing people liked to call hope.


	2. Chapter One

The sky was a perfect companion to the grassy plane, shining blue and proud against the endless array of green. Clouds streaked across the cerulean canvas, not doing much to shield the lively sun above.

A tall figure clad red and black ran across the field, kicking between him the game's soccer ball. He dodged endless players, getting closer to the opposing team's goal. Ben's eyes narrowed.

He was suddenly blocked off, kicking the ball to another teammate. Everyone took in the ticking of the timer above. With only nine more seconds to go, the ball was aimed in Ben's direction.

When he caught it, the fans on the bleachers cheered loudly, his team hoisting him up on their shoulders.

* * *

The medal glimmered in the retreating waves of the summer heat. "MVP" was carved into the gold, three simple letters that made Ben swell up with pride.

He glanced up at the sound of footsteps. Warm brown eyes meet his, belonging to a girl with a pink hoodie and short-cut hair, sleek and black and all perfectly combed.

He felt the need to speak up. "Oh, um," he muttered. "I wasn't showing off. I mean, I was going to show it to my grampa..." He trailed off, his mouth taking the place where his brain should be.

She didn't seem to mind. "I guess that is kind of showing off," he admitted, and she quirked a small smile. He pulled off his gloves, offering a hand. "Ben Tennyson."

She took it. "Julie," she said, voice soft. "I know who you are. Great game," and the sentence was cheerful, and decidedly more thought-out.

"Thanks," Ben replied, one hand going to his bike's handle. "I do really have to go, though." He steered it away. "See you tomorrow?"

"Okay," she answered, and he turned away before Julie could see the blush on his face.

"Bye!" She called out, but he was already riding.

It didn't take long to get there. The afternoon had cooled down considerably into early evening, his grandfather living in a relatively close by area. Ben's bike entered the camping site within a half hour, stopping at the familiar RV.

He parked the bike, walking over to the Rustbucket and pounding on the door. "Grampa Max?" Getting no reply, Ben continued. "Open up, it's me!"

When only silence answered back, he took a peek through a gap in the blinds. Green eyes blinked confusedly at the apparent darkness inside, a chill running up his spine.

His hand grabbed for a familiar rock, turning it over and revealing the key hidden inside. It slid evenly into the door's slot, and he entered, footsteps heavy on the weak floor.

"Hello?" He called. "Grampa?" The inside smelled like dust and loneliness, lights having gone out. Clothes and trash were strewn across the floor. "What happened in here?" Ben murmured, attention sharpening when he heard a movement from the end of the RV.

He strode over to the sound, opening up the back door. A shiny toilet gazed back at him, and Ben only looked at it defeatedly.

His heart skipped a beat when a crash resounded behind him, sight being greeted by a snarling DNAlien. His eyes widened to saucers, barely dodging when tentacles sprang forward from its insides to ensnare him. He rolled out into a kneeling position, hand moving by its own and smacking his wrist. Ben stared dumbly at the spot where his omnitrix used to be, dread setting in.

The DNAlien attacked again, Ben springing out of the way. He observed the growling monster. It retracted its tentacles, bringing a hand forward to crush him. Ben's hands found a nearby object, blocking the aimed hit and diving under the table. It was quickly pulled back, sharp claws reaching to tear him to shreds.

He yelped, dodging again and hiding in the shadows. His breath came in raspy and slightly panicked, Ben all-too aware at his startling vulnerability.

The DNAlien looked around confusedly, starting towards the closet. It went farther in, before being alerted to a tap on its back. Turing around, it was met by the other end of a fire extinguisher. "Peek-a-boo," Ben chirped, before spraying the alien and smacking him hard in the mid section. The DNAlien fled through the front windows, leaving him alone once more.

He gave the RV a tentative once-over. "He was looking for something, Grampa," Ben informed the empty space. "But what?" Stepping over to the driver's seat, his fingers went out to flip a pattern of switches on the dash board.

In a stroke of luck, a hidden panel slid out behind him. Ben ran over to it, pulling out a clear disk. Holding it up, he was suddenly greeted by a holographic Max Tennyson.

"Hello Ben," it started. Ben interrupted it.

"Grampa, what's-" It cut him off in turn.

"I left this recording in a place where I knew only you could find it." So not luck, then? "I'm in a bit of trouble, but it's nothing I can't handle. Certainly nothing for you to worry about." The holographic Max held up a hand, as if trying to reassure Ben. "There's renewed alien activity on Earth. I'm investigating it." His image disappeared in a flurry of static, before reappearing once more. "Oh, and there's no need to worry about the omnitrix. I have it, and it's completely safe. Say hello to your cousin Gwen for me. Love you, Max out."

He faded out once more, leaving behind a the disfigured shape of a DNAlien and a gaping hero.

* * *

"Ben, don't run in the house!" His mom called after his retreating footsteps.

"Sorry mom!" He yelled back, but didn't go any slower. His hands flung open the bedroom door, heading immediately to the closet. He threw clothes and trash alike over his shoulders, searching.

"He says he has the omnitrix," Ben muttered. "But I know it's in here somewhere." His hands found a compacted brown box, fingers opening the lid. He lifted up a small patch of gold cards, revealing the object of his worry.

The watch gleamed back at him, with its perfect aligned green interface and glimmering hourglass symbol. He cautiously reached over to it, hands faltering just a centimeter above the machine. He finally picked it up, almost cradling it in his hands.

"What is he trying to tell me?" Ben wondered aloud. The omnitrix only gazed back.

* * *

The inside of the gym was huge, a matching large placemat placed over the floor. Teenagers clad in matching white uniforms sat in silence, observing the exchange between Gwen Tennyson and her opponent. They bowed, before readying to fight.

Ben was alone on the bleachers.

The man in the center shouted something in a different language that Ben didn't quite get word of before shouting the English equivalent. "Fight!" Immediately, the blond boy ran forward, launching himself on Gwen. She steadily dodged and turned the tables, red hair flying as she ended on top of him. The boy only blinked back wearily as the instructor verbally acknowledged the victory.

The others clapped politely, and Gwen smiled at her fellow classmate from their position. She got off, extending a hand, and he accepted with a similar grin. They bowed again simultaneously, the blond walking away.

One person remained clapping as the others departed. Gwen turned to see Ben smiling back at her. "So how's my favorite cousin?" He asked, reciprocating the hug she launched at him.

"Ben!" She exclaimed, resting her hands on his shoulders and looking her cousin in the eye. "Still undefeated," she continued in a much lower volume. "Compliments," she evaluated, poking him playfully in the chest, "means you want something."

He looked down at her single finger, grinning slightly before turning his head back up. His tone turned more serious. "I've got a problem," Ben admitted. "I need advice."

"Okay," Gwen replied, letting go of him. "Soon as I change."

It was about twenty minute before she returned, the clacking of her sharp heels alerting him to Gwen's presence. She observed him through bright irises. "So. You need help?"

"I need advice," he corrected, bringing up the watch he had concealed in his pocket. He quickly brought out Max's hologram message as well, replaying it for her.

It echoed its past words again before flickering out of existence. Ben glanced at Gwen, who was seated on the bleachers. "But Grampa doesn't have the omnitrix," she started. "You do."

He agreed. "He's sending me some kind of message." Ben raised the machine up to eye level. "I think he wants me to put you on again," he told it with dread.

Gwen looked at him, eyes full of sympathy. "He always said that was your choice," she reminded him. "You don't have to do it if you don't want to."

"I used to love the omnitrix," he told her. Ben brought it back down, letting it hang at his side. He wanted to say that he still kind of did love it. "It made made me feel special," he told Gwen instead, letting his eyes slip close.

"You know what?" She answered, determination filling in her tones. "It wasn't the watch that was special." Her voice evened out to something kinder. "It was you."

He looked at her.

"And you earned a normal life," she continued. "You put that watch back on, and that's pretty much it for normal." He didn't know about that. Azmuth had told him exclusively a while back that without a host for too long, the watch may stop working permanently. Something inside him almost broke at that reminder, but he didn't quite know why.

And really, did he even want a normal life? He used to think that he did, but now, the only glory there was to it was studying for tests he would, at best, get B's on and shiny medals that he would forget about. He couldn't keep pushing this away any longer, hiding the nervous energy bubbling under his skin- the Tennysons didn't _do _normal.

Ben grit his teeth. "But if Grampa needs my help-"

"He said he didn't," she reasoned. "And anyway, remember how much trouble we had getting it off the last time?"

He did, of course; the feeling of loosing a part of yourself, being inexpicably wistful without knowing why for years hadn't escaped his memory. Before he could answer, the door opened, bringing crisp light into the previously secluded room. They both looked at the silhouette that stepped out, twin eyes widening when it spoke; "They omnitrix ain't yours!"

A small moment of silence ensured, Ben tensing. "Give it up!"

"No way!" He snapped, he and Gwen running across the bleachers and to the exit. They made it just as the figure started to move towards them, Ben frantically pulling on the handles.

Realizing it was locked, he turned away, facing the stranger who had caught up. "Give it to me, now," it threatened, holding out its hands. Ben was still confused at the sudden change of events, the crazy pumps of adrenaline that came with coming back into this "hero work," but there was no way he was giving up his watch again.

"Or what?" He returned. In response, a hand pulled at its face, lifting off the alien disguise and revealing a pink-skinned creature with a mauled face. Beady yellow eyes glared at the cousins.

"That's so creepy," Ben muttered, fingers tightening around the watch in his hands protectively. He considered running, trying for a sudden sprint, but the alien pulled out a blaster and shot at his feet.

"Don't make me use it on you," it warned. Ben only grinned.

"Who's making me?" A familiar shimmer of mana sounded above him, Gwen stepping on magenta platforms made of energy.

"Not fish-face here, that's for sure," she quirked with a similar smirk. The creature fired up a series of blasts in response. Gwen blocked them swiftly, sending a ray of magenta. It was crushed easily by the strong suit the alien wore, but bought them a distraction.

In the alien's moment of confusion, Gwen let forth a large wave of mana, entrapping the offender. She brought the creature forward with a victorious expression, landing next to Ben's cautious form.

"You're getting really good at that stuff," he offered. Gwen shot him a warm smile.

"Thanks," she answered, both turning back to the alien.

"I want some answers now," Ben told it, voice raising. "Or else-"

"Yeah?" It mocked, unimpressed.

"I don't know," he muttered. "I'll over-feed you?"

The creature narrowed its features into a deep scowl. "Do I look like someone to joke with?" It warned. "I'm a newly deputized member of the Plumbers, a intergalactic law enforcement organization." It looked like it wanted to continue, but Ben interrupted.

"Yeah, I know who they are," he informed the alien, fists clenching. The omnitrix dug into his skin. "My Grampa Max used to be a part of them."

A look of realization crossed over the alien's face. "Max... Tennyson?" It looked almost crestfallen. "He was helping me on a case when he went missing."

"We're looking for him," Gwen said.

"Wait. He's your grandfather?" Ben nodded, and the creature's beady eyes widened. "You're the legendary Ben Tennyson?"

"Guess so," he shrugged. He wasn't much of anything now, really.

"I thought you were just some kid who snatched it from the Rustbucket," the alien admitted. "I suppose I owe you an apology," it said. "Maybe if you get me out of this thing, we can find your grandfather together?" Gwen looked skeptical, but he nodded at her. She gently let the alien down to the floor, mana dissipating.

Ben looked sadly down at the omnitrix. It still glowed in the gym's darkness, but not as brightly as before. There was no connection between him and his machine anymore, not like there used to be. It was utterly nonoperational, just a shell, even if Ben didn't want to believe that. It _had_ to work.

"Are you sure?" Gwen asked. He glanced at her before turning back. In a swift motion, he strapped the omnitrix back onto his wrist, fingers shaking.

"I'm sure," he replied, but his voice wavered. The watch clung loosely on his pale skin, held there only by his right hand. There was no spark, no click.

It was gone.

* * *

It was some kind of storage area, Ben supposed. The night was too dark and too cold, making him huddle even further into his jacket. No stars twinkled above them, only the dim lights of passing cars to fill their vision.

He stood over a railing with Gwen and their new acquaintance. He was yet to learn the Plumber's name, but at the moment, there was more pressuring things on his mind.

The omnitrix didn't work. He broke it. Oh God, he _broke_ it. He broke the freaking omnitrix.

That watch was the only thing he had. It was _him_. Taking it off was the dumbest idea in the first place- Ben didn't have a life! He had soccer, and awkward conversations with girls, and that was it. The omnitrix _was_ his life, his real one, who he was supposed to be. And now it didn't work, because he _broke_ it, trying to figure out himself.

Gwen's voice broke him out of his thoughts. "What are we doing here?" Ben almost asked what _he_ was doing here, still hopelessly clutching the faded machine to his arm, but refrained.

"Stakeout," the alien replied. "According to a tip from your grandfather, the Forever Knights, who trade in-"

"Alien technology," Ben snapped, nerves already mangled and torn at. "Yeah, I know." Gwen sent him a look.

"We've run up against them before," she supplied, much kinder. Ben almost huffed, training his eyes on the endless array of cement below them.

The alien continued as if not interrupted. "They're supposed to show up here tonight to receive a shipment of illegal alien tech."

"Who do they get it from?" Gwen wondered, slightly exasperated. The Plumber only shrugged.

"Don't know. Max was going to tell me," he sighed. "But then he disappeared."

The sudden noise of wheels taking against asphalt sounded. The three observed as two large trucks rolled into the lot simultaneously, one red, one white.

Behind them, a smooth green and black car rolled into view. It stopped a small distance away, lights flickering off as the door swung open.

A familiar figure in a long-sleeved black shirt and jeans stepped out, hands resting on the door. Long hair was cut down to his shoulders, black as the paint on his car. Ben had to bite down a gasp, recognizing the face from anywhere.

"That's Kevin!" Gwen whispered behind him. Ben didn't notice he had moved to the very edge of the railing until now, trying to get a closer look.

"You know him?" The Plumber asked, voice rumbling.

"Kevin Levin," Ben stuttered out, but it wasn't from fear. He couldn't really find the strength to say more, eyes looking up and down at his old childhood nemesis.

"He has powers. We used to fight him when we were kids," Gwen said. "He ended up trapped in the Null Void, an extra-dimensional jail." The alien nodded like he understood, most likely having dealt with the prison before.

Ben couldn't rip his gaze from Kevin. "How could he have gotten out?"

The answer didn't come as the subject of the conversation strolled forward towards one of the red truck's occupants, who had stepped out when they were talking. Ben's grip on the omnitrix tightened as a large brown case was passed to Kevin, the exchange being made with straight faces and hard eyes.

Kevin opened up the case, observing the inside. A sudden grin lit up his features, and Ben's heart skipped a few beats. "Money's here," he said cheerfully, looking over to the men that had gathered near the white truck. A few nods were passed on, one man grabbing a large cart and wheeling it down the truck's open ramp. Gwen and the alien spoke behind him, but Ben didn't listen, attention focused on Kevin Levin and whatever latest scheme he had planned out.

The cart stopped in front of Kevin, one of the containers opening up to reveal a sleek white blaster. Kevin grabbed a hold if it, smirk still planted on his features. "As promised, four dozen factory made laser-lances." He continued on to brag about the weapons' features, stalking over to the opposite end of the lot and readying the blaster.

"Is that good?" He asked, activating the laser. A red-hot beam of energy shot out, focusing on a distant car and engulfing the vehicle in a light orange glow. In a matter of seconds, the whole thing exploded, simply a mass of smoke and metal. "You tell me."

The Plumber beside them nearly roared. "Those lancers are level five technology! Planet Earth is only level two!"

Ben flinched at the sudden sound, made by _them_. "Hey, what happened to the whisper?" He asked, but was ignored as the alien walked out of their hiding place. He descended the row of stairs swiftly, holding his own blaster aloof. The cousins quickly followed him, Ben staying a remarkable distance behind.

"Hands above your head, everybody!" The Plumber shouted. Attention immediately focused on the three. "By authority of the Plumbers, you're all busted." Gwen went to stand next to the alien, Ben still trying to hide behind them. Heroic was what it was, really.

The mass of people just stared, before simultaneously taking off their masks. Before he could even remember how he came to name them as such, a hoard of DNAliens stood before them, bathed in blue light that temporarily filled the secluded parking lot. Gwen muttered something behind him, but Ben didn't quite hear, more focused on the aliens rumbling their way towards them.

"Back off," the Plumber commanded, letting loose an arc of burning energy at the monsters. Fire erupted from the asphalt, causing the DNAliens to shriek and shield their eyes, backing away.

Ben shot a grateful look at the alien. "What now?" He asked, omnitrix raised to his chest in a sort of protective manner. The Plumber regarded him with a confused look before replying.

"Stand off." Ben turned to Gwen, who had that same weird expression shot at him. He was being fairly strange, to be honest, he supposed, but the position didn't change.

"Um," he spoke, gaze switching behind them. "I don't think so." He elaborated quickly, moving between the two. "The other guys are behind us."

The others let Ben use them for shelter, looking behind at the row of Forever Knights, who had once been robed figures in the exchange. The three backed up against the flames, which were quickly diminishing.

"We are toast," Gwen muttered, and Ben had to agree. He looked down at the dormant omnitrix, praying that for some miracle it would decide to work. His voice rose above the delighted shrieking of DNAliens and clanking of Forever Knights.

"No, we're not," he said, not fully believing in the sentence. But a little motivation never hurt anyone. He willed the omnitrix to stay put on his wrist with pressure. _ Please work_.

"It's hero time!" Ben slapped down on the watch, palm being met with the cool metal that he had missed so much. Unfortunately, the machine didn't appear to share his sentiments, as no reaction came from it.

"Ben," Gwen urged, her and the alien somewhat subconsciously moving closer around him.

"Watch!" He answered back, voice panicky as he fumbled with the mechanism. It twisted freely, limp on his arm, as their enemies moved forward.

He looked as the fires completely disappeared, letting the DNAliens pass. The Forever Knights marched forward, lances ready. Their Plumber friend waved his blaster at the pending forces that were surrounding them, Gwen raising her hands and calling her mana. "Ben, please," she said, and that broke him a little more.

"I'm trying!" And he was. His fingers pushed the side buttons restlessly, smacking the oversized faceplate. "C'mon," he murmured, urging his machine. "I know you can do it."

The monsters were only getting closer. Ben finally sighed. "I've got nothing," he told them, defeated. They pressed in further, and Ben recognized that he was the "weak link" here with some shame.

"Maybe I do," Gwen conceded, lighting up her palms with energy. She let perfectly curved magenta disks fly, smacking into a small cluster of Forever Knights. The Plumber blasted away at DNAliens, both effectively keeping the enemies at bay.

They somewhat regained their composure, firing blasts at the three. Gwen had to move away from the others, holding up shields of mana. They broke easily, Gwen steadily reapplying them with less and less energy. A sudden DNAlien, larger than the rest, barreled towards Ben and the Plumber. Their alien friend went to blast at it more, leaving Ben exposed.

He tugged anxiously at his watch as the DNAlien evaded the Plumber without effort. It ran straight for him, forcing Ben to flee from the others. He ran farther into the lot, jumping on boxes upon boxes and dodging each attack thrown at him. Leaping behind a stack of crates, Ben pushed them down in the DNAlien, effectively handicapping it.

He ran back to the scene, only to see his allies trapped in oozing yellow goo. He inwardly vomited, heart racing as the remaining enemies took notice of him. Ben almost felt like screaming. He was trapped.

A considerably large DNAlien bounded towards him, bigger than the last. He managed to leap out of the way of attack, but was immediately met by two others. He tried to dodge, but was smacked in the midsection by a large fist, flying back into a pile of crates by the force of it.

Ben's head collided with the edge of a box, bringing tears to his eyes unwillingly. He heard Gwen shout as the three DNAliens pressed in. He managed to roll out of the way as sharp claws went to tear him apart, but the movement was slow. A kick landed on his chest, knocking him over. Ben felt one foot rest on his stomach, keeping him still.

He groaned, making a half-hearted attempt to struggle. The omnitrix felt strange on his arm.

"Please," he murmured, but it wasn't to the DNAliens or Forever Knights. His eyes founded his watch. "Help me."

A sudden click sounded, the strap on his arm tightening and sealing off, as if mending into his skin. A series of beeps followed, and the interface lit up.


	3. Chapter Two

He didn't know he would miss this so much.

The feeling of his DNA changing deep inside of him, molecules morphing to become something they never were, skin and shape shifting into whatever the watch on his wrist commanded them to. It was amazing, and strange, strange that he didn't know how much he had missed it. Didn't know how he had ever begun to hate it.

The name of the new alien was pouring out of Ben's mouth before he could even begin to register it; "Swampfire!"

The aliens hovering over him were blasted immediately with bright orange flames, coming from hands that reminded him of Wildvine. The effect was immediate to the DNAliens, who took off at the sight and touch of fire.

He looked at his body for a moment, observing the plant-like body and flexibility of his limbs. He could feel methane flowing in his veins, see sparks dancing a through his fingers. No pain from the earlier enacted head wound remained, just like they never did before, but he actually felt like no pain could ever reach him.

The omnitrix glowed brightly on his chest, all-knowing.

Swampfire ran over to where his allies were still imprisoned in the strange goo, DNAliens surrounding them. A little flare of anger shot up in him, his mouth forming words that his mind didn't catch as he charged.

He punched away at the coming DNAliens easily, marveling at the Methanosian's apparent super-strength. The rest of the enemy aliens scampered away, screeching.

He began to think it was over when the green truck, long forgotten, flickers to life. Its headlights blared as it made its way over to Swampfire. Feet away, he pried off a nearby pole from the overhead metal bridge, bashing it against the side of the truck. He muttered to himself as it toppled over but was unable to contain the giant grin, strange on Swampfire's face.

Sudden blasts from the Forever Knights caught his attention, cutting straight through his body. A small laugh escaped through his lips (or lack thereof), each fire only tickling him. That stopped, however, when a blast connected to his arm, the appendage coming off with a sickening rip.

"Hey!" He yelled, staring at the limb. Before he could start to panic about what would happen when he morphed back, a thin vine stretched out to the arm, connecting to it's end. It pulled it forward until making contact, plant skin reforming and sealing off the cracks.

Swampfire looked up at the silent Forever Knights, a smile playing across his features. "You guys are in so much trouble," he said, charging forward. Two of them ran away, one being punched into a tower of rubble. The whole thing came down, flinging dust into the air, providing the perfect cover for Kevin Levin to come into.

"Hey Tennyson!" He yelled, standing in front of Swampfire with his fists raised, all flesh and human like he had never really been during their childhood, and half of the thoughts going through his head simply _melted_.

"What do you want?" He bit back viciously, and it was a little _too_ viciously than he intended, but he figured he was entitled to hostility.

Kevin's grin slid off his face. "Let's see," he said. "You trapped me in the Null Void for all those years-"

"You did that to yourself," he interrupted, because it had already taken months to convince himself that he did the right thing and could never save Kevin either way, and this wasn't helping.

"-and you ruined my deal today," he finished, choosing to ignore the previous statement. "I'm thinking I want revenge, and good news is," he paused to bend down, absorbing the cool metal of the knocked down crates. "Since I can absorb anything, I've got more than enough power to take it." He walked forward calmly, grin turning dangerous.

A Kevin who wasn't slave to his own powers? "That's new," he said, running forwards, and would have continued on with some more sarcastic remarks if a fist hadn't connected with Swampfire's abdomen- and gone through.

He looked down quizzically at the Osmosian, now trying to pry his fist free. He finally raised his eyes to meet Swampfire's, worry filing in instead of anger, and a burst of emotions that weren't entirely bad burst in his chest.

It didn't stop him from flinging Kevin into the horizon, of course.

The red truck finished packing up and took off, filled to the brim with Forever Knights, and Swampfire thought about bounding towards them in a last attempt to go through with the mission. The moment was ruined when Kevin regained his composure, lifting a ginormous crate with his own super-strength and throwing it over Swampfire.

Before it could crush him completely, he felt his new alien form take over, sinking under the cement. His body turned less human and more root, forming in the cracks underground. It was a new feeling, but not a bad one.

"That's what happens when you mess with me!" Kevin was shouting, back turned to the reforming Swampfire. Only when he was fully formed did Kevin notice, yelping in shock as the Methanosian punched him square in the jaw. He stumbled back at the force, running to pick up an even larger crate, heaving at the weight.

Swampfire warmed up, quite literally, smiling with a bit of melancholy behind it as flames shot forward at his old enemy. Kevin was blasted back, skidding along his backside, metal film coming off his skin as he lost consciousness.

* * *

Gwen, Swampfire and their alien friend, one who he made a resolution to learn the name of soon, stood over Kevin as he stirred. His eyes instantly found the Methanosian, groaning as they did so.

He only had a smile to offer, disappearing as a flash of green light enveloped him. Then he was Ben, frowning down on his old enemy, blood pumping through his too-human body.

Kevin jumped at that, sitting up, something snapping inside of him as he saw the object of his years of torment standing in front of him without a scratch. He made to punch him but found he couldn't, wrists being trapped in glowing blue hand-cuffs. He tried to break free, only finding it was hopeless.

"Energy cuffs," the alien droned, unimpressed. "You can't escape, or absorb." It was said with a little pride that the Plumber kind of deserved.

Ben held up a single finger at his cousin. "You've still got some of that stuff in your hair," he pointed out helpfully. She raised her hand to brush it off, finding nothing. "Other side," Ben said, and she could only groan as her palm connected with the goo.

"We need to have a talk, tough guy," the Plumber spoke up as Gwen desperately tried to get her hair clean. He went on to say a lot of things that Ben tried to follow but couldn't, zoning in when he finished with," They shouldn't even be on this planet."

"So?" Kevin's eyes narrowed. "How's that my problem?"

Ben took a break from trying to figure out why his watch interface had turned blue upon transformation to speak. "Because while we were fighting, the Forever Knights got away with a crate full of them." He gestured to the truck that wasn't there anymore.

"You set up the deal," the Plumber concluded. "You're going to tell me where they are."

The Osmosian looked down, unyielding. Ben sighed, going forward and resting a hand down on his shoulder. "Kevin," he almost whined. "A lot of people, _innocent_ people, could be hurt."

Kevin stared up at him, eyes going wide as he took in the other teenager. Ben was little transfixed at the feeling of skin under his fingers instead of whatever surfaces he had absorbed from his old aliens. He became painfully aware of the omnitrix resting on Kevin's shoulder along with his hands and moved it away, hastily going back to stand behind the Plumber.

"I'm giving you a chance to help yourself here," the alien continued, because Ben was too busy being distracted by _everything_ and Gwen was too busy giving her cousin weird looks.

"You don't have to convince me," Kevin finally said, grin coming back as he made energy cuffs look comfortable. He stood. "Those guys ran off before I got paid. I'm happy to help find those deadbeats."

Ben had to fight back the grin, even as his omnitrix glowed colors it shouldn't and sparked uneasily on his wrist.

* * *

The night was decidedly too dark, Ben concluded, fidgeting on the soft leather of the passenger seat. Really, he would've gone in the back with the Plumber, but Kevin had shot him a look that sent shivers down his spine when he made those intentions clear, shoving him in the spot directly across the wheel.

He sighed, fiddling with the device on left arm, still trying to get around it's strange color and still too-bulky shape.

"I still think I should drive," their alien friend spoke, voice terse.

"Nobody drives my car but me," Kevin said, sparing a glance in the review mirror and then at Ben, who completely ignored the look.

"You were telling us about the aliens," Gwen said, trying to cut through the tense atmosphere with smooth tones.

"I don't know anything about the ones we saw today. I've never met that kind before," he admitted.

"They're DNAliens," Ben chirped, and at the wide-eyed looks he received he merely shrugged. Kevin chuckled, one hand on the wheel, the other propped up against Ben's seat.

"When did you come up with that name?"

"A while back," he shrugged again. "One of them attacked me in the Rustbucket before, and I thought the name was cool."

Gwen rolled her eyes as the Plumber tried to follow the conversation. "Do they show up in the omnitrix?"

"I have no idea," he replied, holding the machine up. "It's kind of... uncooperative today. I'll tell you when I figure out how to work it better." He let the hand rest in his lap, eyebrows furrowed.

"Maybe when you get your license, shorty," Kevin snickered, and Ben snapped his head to look at him.

"Who won our fight again?" He started. "Oh, that's right, I remember; me!" He stuck out his tongue, even as Kevin's snickers turned into full-out laughter.

"There's been a lot of alien activity on Earth lately," the alien broke in. "Don't know why. Your grandfather thought that the weapons deal would lead to whatever is causing the interference." He looked down. "Now he is missing."

Gwen gave him a reassuring smile, green eyes sparkling with kindness. "Knowing Grampa Max, he's probably in a restaurant enjoying a roasted cockroach salad." She caught Ben's eyes in the review mirror. "It's a wonder that all that weird food didn't kill him."

Ben shuddered suddenly as a pure anger flickered on inside of him. The omnitrix sparked on his arm. "He's not dead! Stop talking about him like he is!"

Kevin jumped at the sudden outburst, the car skidding to a stop on open sand and leaving a tiny part of Ben wondering when they got off the road. "Why're you taking to her like that?" Kevin asked, raising his eyebrows. Ben scowled as his watch flickered repeatedly.

"I can talk to her anyway I-" He cut himself off with wide eyes, anger flooding out quicker than it had entered. "God, Gwen, I'm so sorry," he murmured, hand grasping at the car handle. He wanted to get out, desperately, but Kevin had locked the doors and he didn't have enough energy to yell at him about it.

"What the hell's going on with your watch?" Kevin asked, another spark running up his arm. It didn't hurt, just caused every part of him to tingle as the hairs on the back of his neck stood up. "Nothing," he grit out, and the omnitrix settled back to its blue color.

"I wish Grampa Max was here," he mumbled ashamedly, eyes casting down. "He would know what to do. He always knows what to do."

The Plumber was his slap to reality. "Well, he ain't. _You're_ the one with the omnitrix. You're going to have to figure out how to get things done on your own." Ben nodded quietly, eyes still transfixed on his sneakers.

Kevin gave him a hard look before seemingly deciding that Ben was done with any further outbursts, car gliding back onto the street and into the night.


	4. Chapter Three

It was a while until they reached the secret base, with all its tall buildings and unrelenting stone. "We're here," Kevin murmured, almost ominously, as the car came to a stop.

They stared at the high walls in front of them, the structure arranged like a castle's. Ben struck a grin and spoke, anxious to relieve the built-up tension that had formed since his outburst. "Subtle," he offered, receiving glances. "No one would think to look for knights in here."

"You didn't," Kevin mocked, starting to move again. Ben rolled his eyes, shoving the arm against his headrest off. Kevin punched him softly in the arm in return, and he almost retaliated before remembering that this guy was his arch-nemesis.

The tension came back after that.

"How do we get in?" Their alien friend questioned from behind, and Ben chastised himself for _still_ not knowing the Magister's name. Brushing that and the initial awkwardness aside, he turned in his seat.

"Gwen," he smirked, as the car stopped once more. He brightened up slightly when his cousin reciprocated the smile, worry that she held a grudge against him dissipating. He still couldn't fathom why he had gotten so angry at nothing- a side effect from the omnitrix? Stress?

They all got out, Kevin locking the doors behind them. He seemed to have taken them to the main entrance, a large stone gate surrounded by a deep-running moat. The bridge was cut off, end pausing before the drop.

Gwen beckoned the others to move, raising her palms that were shielded with slim disks of mana. They seemed to thicken slightly as she yelled, thrusting her hands out along with a strong coil of magenta. It pulled against the drawbridge, tugging down the contraption.

She looked behind at all of them before taking the lead, the rest following into the darkness behind doors. He spared a look at his watch as they walked in, the sharp blue glow of the interface offering some light. His concern spiked up a little but he pushed it down, deciding to take some solace in the fact that the machine hadn't started sparking again. He could do that, be optimistic.

Their feet rang out against cold floors, echoing in the empty hallways. Gwen lit up her hands with mana, giving the space and its occupants more light. They all huddled a bit closer, observing the silhouettes of statues.

"There's no one here," Gwen finally said, breaking the silence. "You sure this is the right place?"

"There's a hidden door," Kevin assured them. "Keep looking."

Ben snuck a suspicious look at the Osmosian, which only grew as he went off to a shelf in the corner. It was lined with precious jewelry, which Kevin began placing in the pockets of his worn jeans.

Ben crossed his arms and fixed the other with a glare. "Maybe you should've brought a shopping cart," he mused. Kevin only offered a helpless shrug. He huffed, grabbing the necklace out of prying hands and walking over to a large statue in the center of the room.

He stopped a little ways before it, looking at the steel and trying to spot any concealed buttons or switches. "I don't like the looks of this," he muttered to himself. It depicted shining knights fighting in impressive poses, complete with medieval weapons. Ben backed up from it suddenly, looking to the other parts of the room and finding similar statues.

His back pressed against a suit behind him, causing the whole thing fall to the ground. The noise echoed through the entire area, making him jump a few feet in the air. He clutched the omnitrix, which had flared up at his panic, trying to will the bright light to fade.

"Dude," Kevin spoke up, voice irritated. "What're you doing?" Ben looked guiltily down at the mess.

"Sorry," he mumbled. "Guess I'm just a little..." He trailed off at their shocked looks, all eyes trained behind him. The hairs on his neck stood up and his body stiffened, turning his head sharply around to face the large pair of glowing orange eyes.

* * *

It was a freaking dragon.

Ben stumbled away after the others, trying to put some distance between him and the growling, sharply toothed mouth. It ruffled its leathery wings as it roared, horned head diving towards them.

The dodged its bites and ran out into the halls, hoping the rooms were too small for it to follow. Ben brought up the rear, checking behind them and holding the omnitrix to his chest.

They were met by a cluster of Forever Knights, armor clanking against the floors. "Stop right there!" One of them yelled, taking the front and making his point with a large blade. "Hands above your head!"

"Make me," Kevin snickered, absorbing the hard stone from the walls. Ben watched in wonder as he lifted up the tiled floors, dropping them back down roughly and knocking the enemy over. The first flank went down with groans, but another pulled up with their new lancers.

Blasts of red hot energy barreled towards them, a wall of mana blocking them off just in time. It began cracking as they watched, Gwen struggling to keep the shield up. The Magister started firing blasts of his own, but they all knew it wouldn't hold for long.

"Got anything, Tennyson?" Kevin asked him, apparently hosting the same thoughts. Ben moved to the omnitrix, pressing all the buttons he could find and smacking the interface. Nothing worked, and he was about to say as much when a roar came from behind.

The dragon burst from the doors, teeth bared. It still struggled to break free fully, sharpened horns bobbing. Ben pounded anxiously on his watch.

"Y'know when I used to call you dumb?" He mumbled, sheepish. "I didn't _really_ mean that." It didn't shift, the blue glow insult to injury. "And, um, when I took you off? That was a mistake. Obviously. So, yeah," he shrugged, trying to avoid Kevin's amused expression. "Maybe you could save us now?"

Gwen shot him a look, strengthening her mana shield simultaneously but not by much. The Magister's blasts became more frequent, stopping a few knights in their pursuit. He began tapping anxiously on his watch's interface, eyes on the dragon that was slowly breaking free.

"Okay, okay," he amended. "It was a huge mistake. Biggest mistake of my life. Even worse than, uh, the ball of yarn in Washington, or when I let Kevin absorb you." The Osmosian in questioned snorted, readying his fists in the dragon's direction. "Remember that? It ended all good though, right? It would kinda be a shame to die now. Right?"

The walls gave in, the beast breaking through into the room with a roar. Ben sighed defeatedly, panic growing. "Please?" He tried once more, shuffling behind Kevin as the dragon started to make it's way towards them. It was slow, but that wouldn't make much of a difference.

Kevin prepared to run after it when the omnitrix gave a whir. The two looked as it was incased in a green glow, feeling tighter on his skin. When the glow faded, it had transformed, tones white with the sleek green design, much smaller and less clunky on his wrist.

The green interface blinked up at him, the strap tighter than it ever had been, and Ben got the unspoken message; _you're not taking me off again_. He glanced up at Kevin, who wore an equally shocked expression.

"Okay," he told his watch, activating the new interface. A hologram sprung up, unfamiliar but cool all the same. "Surprise me," he grinned, smacking down on the plate.

His world turned green, the sounds of battle fading into a light fuzz. His body became smaller, chest compacting, skin smoothing over and becoming something inhuman. It was gone before it came, and he was already running towards the dragon when the omnitrix offered up his new alien's name.

"_Echo-Echo_," he spoke, lips unmoving, voice reverberating in his throat. His machine revealed to him the Sonorosian's abilities, his body splitting into other duplicates. They echoed the name, high-pitched voices exclaiming his title as they jumped onto the beast.

It tried to shake him off but he held on, control flitting over to all his forms simultaneously unlike ever before. It was nothing compared to Ditto, where all of his duplicates had their own minds. No- he controlled ever single one of them.

He tightened his grip, climbing on the beast's head or clinging on to the rough scales near its neck. He felt himself go into its mouth and in its ears, proclaiming "_got you_" over and over into the sensitive eardrums. The whole thing collapsed on its back, shaking the whole building as more adrenaline pumped into him.

Echo-Echo's hearing picked up on the ongoing fight, toning into the clashing of steel and blaring of mana. He distinctly heard a voice call out, but his mind couldn't comprehend it or even try to grasp at something more, as if it was spread too thin. He instead opted split even more and torture his catch, screeching victorious words in its ears. He only stopped at the sound of a broken lancer going off, feeling for his friends' energy waves. When he confirmed nobody had died on his side he continued, laughing merrily.

After a while it seemed to come to its senses, flinging off the mini Sonorosians. They screeched as they were flung to the walls, the remaining trying to find a grip on its scaly tail. "_Hey_!" He yelled, head aching as he slammed into the floor.

It went to his friends, a deep growl filling the room. The others readied themselves, but Echo-Echo could tell he need to do something fast. The omnitrix offered an idea and he took it, unhinging his jaw and letting the built up sonic waves loose.

It was almost like a scream, becoming louder with more force. He felt around for his duplicates, willing them to copy. They formed a wall around the beast, piercing its ears and covering over its howls. The dragon's neck started to spark, the neck splitting and revealing the technology he had sensed before. It collapsed into a heap, the screeching coming to a sudden halt.

He felt himself go back into one, almost stumbling over as his thoughts came pouring back and he could fully function again. He registered Kevin's footsteps, and raised his head to look up at the Osmosian.

"You could warn somebody when you're about to do that," he chided, voice raised higher than it needed to be. The Forever Knights were splayed all around the room, but Echo-Echo could sense none were dead.

"Seriously," Gwen said, heels coming up behind him. "I've got earbuds in my purse." He felt the omnitrix spark angrily against his chest, and his mind went to calm it down, part of him musing how the machine seemed to be growing steadily more sentient with each passing second.

"_Sorry_," he chirped, and the spark came again before dying down. It didn't go unnoticed by either one of them, but a voice broke away any concerned questions Gwen could pop.

"That's all," the Magister said, gesturing to the heap of gathered laser-lancers. "If you wouldn't mind," requested, and Echo-Echo offered a small nodded before readying himself. He felt Gwen and Kevin cover their ears as he blasted away the lancers, eyes shining gleefully as they exploded in a batch of white light.

They all watched the ash pile in slight awe before Echo-Echo's senses picked up. He felt the alien's life force waver slightly, and glanced at him, hearing the sounds of water dripping before anyone else.

"_Hey, are you_," he paused unnecessarily, voice rough around the edges. "_Okay? Your suit_-" He stopped mid-sentence to transform, reverting back into a human. "Is leaking."

The alien- _Magister Labrid_, the omnitrix supplied- looked down to his suit, where a crack had formed. The substance spilled from the seam, and when a gloved hand reached out to it, smoke arose from the fingers. "That's no water," he mumbled, falling over. Ben barely caught him, lying the Magister down gently with wide eyes.

"You alright, man?" Kevin asked, Ben's hands falling on the Magister's shoulders. The omnitrix beeped unhappily, light increasing.

"Ben, listen to me," Labrid urged, swiftly interrupted by Kevin.

"I've got a tire-patch kit in the car," he offered, but somehow Ben knew that the alien wouldn't last that long. "Maybe we could-"

He was stopped by a blast of green coming from the omnitrix, incasing Labrid momentarily. He recognized it as a life scan, the results being fed right to Ben's mind. "You're dying," he murmured, not able to comprehend how he knew exactly, and not trying to.

Labrid avoided Ben's gaze, addressing Kevin momentarily. "There's nothing that can do," he said, tone even. Gwen stepped forward, eyes brimming, and he knew she could sense it, could feel the alien's life dissipating in ways he couldn't.

"Let us help you," she said, and Kevin nodded. Ben only kept his gaze at Labrid, waiting.

"You want to help me?" He said, and it wasn't a question. "Then finish the job. You have to find out where the level five tech is coming from." An internal timer started in his head, and Ben winced, knowing that this was his watch counting down the seconds the Magister had to live.

He looked straight into those narrowed, yellow eyes. "I will," he promised.

Ben could almost imagine a smile gracing the alien's lips. "That's just the tip of the iceberg, kid," he murmured, face shrinking into itself. "You're grandfather was on the trail of something big. An alien conspiracy, with Earth caught in the middle." He groaned, shifting his weight, Ben's hands still on the rough material of his suit. "He was working up a cover," he continued. "If you crack this case, maybe you can find Max and save your planet."

Ben's hands shook, shaking his head lightly as the numbers continued counting down. "I can't do it without Grampa," he insisted, green eyes wide. He let his hands fall. "I don't know how," he admitted, looking down.

He only raised his gaze when Labrid stretched out his fingers to touch Ben's shoulder, tone gruff. "You," and he gasped in pain, before stubbornly continuing. "You are Ben Tennyson." He let that sink in. "You can do anything," the Magister swore, and meant every word.

He could only stare as the alien gave a shudder, smoke filling up the helmet. The countdown reached its end and ceased, body going limp. His watch beeped again, glow fading like Magister Labrid's life.

Ben backed up uncertainly, feeling his back against a rough chest and knowing it was Kevin. He felt numb, letting himself lean into the contact, and while the Osmosian didn't embrace the touch he didn't pull away. They stayed like that for a moment, watching as Gwen brushed a few flakes of dust off the deceased alien's helmet, quiet.

He finally sat up, voice coming back in his throat. "I'm going to need help," Ben said, shifting so he could catch both Kevin and Gwen in his eyes.

"You know I'm here for you," Gwen said, and he nodded gratefully before fixing his gaze on the Osmosian.

"Kevin," he started feebly. "There's no money in this, but-" he was cut short by the man in question reaching out to the Plumber's badge strapped to Labrid's waist. He pulled it off, staring at the hourglass symbol.

"I'm in," he told Ben, eventually looking up to meet his face, expression confident, and he couldn't help but offer a smile back.

And like that, they gave a last look to Magister Labrid before standing, going to carry out his dying wish.

* * *

_Check out my _**Bio**_ for any news on this story and my others, including update times (not set dates), expectations to reach for next chapters, and any thanks to you humans for viewing/favoriting/following/reviewing this story. _


	5. Chapter Four

The night was cold and silent, stars dotting its endless canvas in small clusters. The car was quiet, too, the only sound being Kevin's incessant tapping on the wheel.

His new watch was uncomfortable on his skin, clinging onto flesh, so he opted to ignore it completely. Ben's green eyes were going between staring at his cousin outside, levitating on pure air, to small glances of the boy beside him. It was partly out of caution, and partly from emotions he couldn't make out- and didn't feel like trying to.

He rolled down the window, slowly, while Kevin just stared boringly at the spotless windshield. "Are you sure this is going to work?" He yelled at Gwen's form, voice cutting through the slightly tense atmosphere.

"No," she said back, tones uncertain. "I've never done this before." One of the Forever Knight's lances was spinning rapidly on its own before her outstretched hands, mana reaching out.

His watch had been keeping to itself since Labrid's death, but he felt it come back to life, almost as if a switch was flipped. In the back of his mind, he could feel it calculating the percentage of Gwen's magic working, numbers wavering up and down spastically, and he mused how the omnitrix had never been this rawly _alive_ before now. It was unsettling, at the very least, and he tried to push the numbers away, failing.

He huffed, crossing his arms, promptly ignoring the look Kevin shot at him. Now, however, wasn't the time to sulk about his watch's newest developments; not with Max missing, with their friend dead, with his childhood arch-nemesis right across from him-

Ben felt the numbers dip down drastically and fade, percentage at zero. He frowned, and Gwen gave out a huff of frustration on her own, the lancer turning faster.

"I thought I destroyed all of those things," he muttered, finding no better way to beat back the silence. The Osmosian grinned sheepishly beside him.

"I saved one of them as a keepsake," he replied, and Ben sent him a glare. "Lucky, huh?" He continued, not letting the smile drop.

He was about to say something, interrupted by the loud _pang_ of metal hitting rocks. Gwen dropped from her meditative position, coming over to Ben's window.

"It's not working," she explained, and the omnitrix confirmed with a loud beep that yes, indeed, it wouldn't. Gwen narrowed her eyes at his wrist.

"What's wrong with the omnitrix?" She asked. "I mean, aside from the make-over, it's been pretty strange."

"No idea," he mumbled, but his mind was semi-preoccupied. It beeped again, somewhat angrily, and he picked up on the message. "Can you hand me the gun-thingy?"

She shrugged, picking it up and making to give it to him. He shook his head, motioning for her to hold it clearly, and a ray of green light followed. It traveled the length of the machine, stopping after a few scans and starting to lightly whir. He could feel it searching out on its own, cross-referencing the time of release and design of the lancers for any trademarks that could give away its owners, along with any extra-terrestrial dealers who work with the materials used and narrowing it down to any in the area.

It buzzed softly at success, vibrating through his skin, and he switched places with Gwen. The other two stared at him confusedly, to which he replied with a wave and instructions to follow.

"I'll follow you anywhere," Kevin teased, and Ben just rolled his eyes and started walking down the even pavement. A while away, it told him to make a sharp turn, and he went over the harsh landscape despite Kevin's protests for his car.

It took about half and hour to get there, parking the car to the side of what looked like a small military camp. They ducked behind large crates at the sign of a guard, Ben sending down a small thanks to his watch.

"This is it," he muttered to Gwen, who gave him a confused look. "Down that mine shaft."

"And how do you know?" He held up the watch. She raised her eyebrows. "That's why you scanned it?"

"Yeah," he said, looking down at the device curiously. It had gone silent once more, and he was slightly grateful for that. He didn't really enjoy feeling like a search engine.

"Why didn't you do it sooner?" Gwen asked, and he looked away from his arm.

"I didn't know I could." He was about to elaborate, but the muffled shout of someone ahead, likely the guard, broke the conversation. With a pang of horror, he realized Kevin wasn't with them.

His suspicions were confirmed when he looked up, seeing the guard's form sprawled out on the ground before the Osmosian. They both ran to the scene with equal looks of shock.

The omnitrix quickly scanned the man, confirming that he was dead. Gwen tensed while Ben just started to back away nervously, not looking either of them in the eye.

"You hit him too hard!" She yelled, mana glowing in her palms. She moved to fling a magenta disk at Kevin when a green light blinded her.

Gwen shot a murderous look a her cousin, who only shrugged. The omnitrix scanned the deceased guard again, feeding the information to its host this time, and Ben's eyes grew wide.

"It's not human," he said. At Gwen's furious look, he elaborated. "DNAlien."

The omnitrix gave him a name that he couldn't pronounce, so he brushed it off, looking as Kevin pulled of the mask on its face. The body shimmered and morphed, becoming the alien creature.

"It's like the mask that the aliens at the station wore," Gwen said, giving Kevin an apologetic glance. The inner-mechanics of the mask passed through his mind briefly, and he tried to ignore the feeling.

"We're getting warmer," he reminded them, sliding the white and yellow crossing-pole back so that they could pass. Kevin pushed a button on the panel at the wall, and they descended into darkness.

* * *

"Not much to see down here," the Osmosian murmured, shadows of machines flitting through their vision at every floor they passed. The only light came from the omnitrix, bright and green, but it was barely enough to glimpse one another's faces.

As if reading his thoughts (_and it probably was,_ Ben mused) the glow intensified to a large degree to fill the whole elevator. They rolled down the last floor, the sight bathed in its own pools of light, and he heard Gwen gasp to his right.

A large structure, almost resembling a human rocket ship, functioned as the centerpiece of the huge room. DNAliens went back and forth, manning various panels and big wheeled carts. Ben noted the small drop in temperature, only noticing through the device on his arm that was already calculating the size and mass of the structure.

It was only when they had moved forward to a crouch in front of the ship, luckily unnoticed, that they spoke. "Big," Kevin said unnecessarily, and Ben scowled.

"It's the mothership," Ben told them, voicing the information that was steadily being given to him. It was unsettling, but he wasn't going to turn down any advice at the moment. "Don't you realize? Grampa Max _has_ to be in there!"

Gwen, as always, was the voice of reason. "But how do we get in?"

The omnitrix was still in the process of scanning for any other human life forms, on his request, and almost started calculating any escape routes that could be used to their advantage before he stopped it. Ben already had a plan, and held up the ID mask with a grin.

Gwen's eyes widened while Kevin looked impressed, and Ben mentally memorized his expression before slipping it on. He already knew the mechanics of the device- the trick was getting the right image.

Sure enough, he felt himself shift. It wasn't like transforming, as he could still feel his body, but more like putting on a consume. He flexed his unusually long and pointed fingers, feeling much taller than a few seconds ago.

"How do I look?" He questioned, almost wishing he hadn't spoken when Kevin smirked.

"About the same," Kevin replied. Ben tilted his head, and he eventually relented. "Well, I guess the other one was cuter."

Before he could make much sense of that, Gwen came rolling up to them on a metal cart. They both turned to her, Ben slightly abashed that he didn't notice the absence. She raised her eyebrows slightly. "Well," she admonished. "Get in!"

"Um, why?" Kevin asked. He was met with a glare, so he quickly clambered inside, Gwen following. Ben rolled them over to the ramp, struggling with the weight, and was relieved when the floor evened-out on top.

He chirped positive greetings at the passing aliens, despite the omnitrix's warnings, resisting the urge to whistle. As they reached the end, the watch reported the rapidly dropping temperature, still searching for any human life.

"End of the line!" He declared, stopping the cart and holding it steady for the other two to get out. They did so, shivering and rubbing their arms, and Ben was slightly amused.

"It's freezing in here," Kevin grumbled. Ben didn't feel it, but knew it to be true.

"It's because the DNAliens prefer cold habitats," he explained. "So they keep the temperature as low as possible."

"That doesn't make me feel any warmer," Kevin shot back, and Ben only sighed.

"Don't be such a baby," Gwen admonished, turning to her cousin. "What next?"

He pulled off the mask, feeling the disguise shift. He didn't know what he was expecting, unreasonably bracing himself for the cold, but it never came. It didn't feel even moderately cold, despite the facts that said it really should have, and he was about to say something about it when the watch beeped. The search for Max Tennyson came at a negative, and he frowned.

"That can't be right," he said to the machine. It buzzed against his wrist, almost sympathetically, before continuing to monitor the base. He turned to face Gwen's concerned look.

"Can you find where Grampa Max is?" He asked, unwilling to give up. She relented, eyes glowing pink for a few seconds.

They turned back to green, looking sad. "I'm sorry, Ben," she said apologetically. "He was here, maybe a couple of weeks ago, but he's not here now."

Ben's fists clenched, but he willed himself to calm down as the omnitrix sparked uneasily. "What now?" Kevin spoke behind them. "I'm guessing we go home now, right?"

"Wrong," Ben answered. His words weren't angry, just kind of resigned, and they both looked over. He sighed, starting his speech. "When I was little, Grampa Max taught me to ride my bike." Memories slid into his mind reassuringly, and he inwardly smiled. "He ran alongside me, holding me up while I pedaled. By the time I realized he had let go, I had already been riding by myself for a long time."

He smiled for real then, eyes softening, and Gwen reciprocated it kindly. He let out a heavy sigh, before turning, shoulders set. "Training wheels off, guys," he called after them. "Let's finish the mission."


	6. Chapter Five

The room was spacious and dark, colder than the halls leading up to it. A giant cylinder tank served as the centerpiece, holding gallons of blood and abnormally large blood cells.

Ben felt the omnitrix scan the nearby area, but for what, he wasn't sure. Kevin absorbed the metal walls, punching his way through one of the sealed off doors.

"Weapons room," Gwen told them, all looking at the long rows of alien tech.

"Yup," Kevin agreed, both watching as she destroyed all the room's contents. Hunks of metal rained down in the empty corridor, the noise ringing through the silence.

"That was really loud," Ben finally said, suddenly feeling nervous. He felt the numbers calculating their chances of getting out unnoticed waver.

"No big deal," Kevin reassured. "We'll be outta here before they-" He was interrupted by a large screech from Ben's wrist, and the percentage in their favor dropped immediately. They turned to face the gathering DNAliens, all snarling viciously.

"Yeah, okay," Ben murmured, one of the creatures choking out a ball of goo. It slammed into Gwen's thrown-up shield of mana, bouncing off. The magenta plane expanded as similar attacks came, along with more of the aliens.

His hands fumbled uncertainly with his watch for a small moment until activation, the green light that followed blinding. Ben's chest expanded and his head felt heavier, limbs growing and skin hardening. When the light dimmed, he was twelve feet tall, teeth sharp and eyes beady.

"Humungousaur!" He shouted, voice much too heavy and rumbling in his throat. The Vaxasaurian grinned at the name forced out of his mouth, zeroing in on the DNAliens like a predator to prey. He shot out a quirky remark before jumping over his friends, landing into the cluster of enemies. The Vaxasaurian scared a majority of them off with a roar, feeling pure strength coarse through his bones along with a dose of adrenaline.

"Save some for me!" Kevin called out, but he didn't pay attention to the rest that followed, the Osmosian's words too small compared to the thrill that he felt. He pounded into numerous creatures, growing stronger at each blow. Humungousaur didn't stop until knocked down, wrist becoming trapped under a shot of slime. He pried his hand free with little trouble, pulling much of the floor up with him, and the roar that followed made the room tremble.

They continued like that for a while, the ground littered with defeated aliens before long. He had to hold back the still-going adrenaline, chest heaving and breath rough.

"We got 'em all!" Kevin exclaimed, voice full of pride. The symbol on his chest hummed, scanning further.

"Not exactly," Humungousaur told them. "There's hundreds more in the base."

He felt that Gwen wanted to ask how he knew that, and was glad when she didn't. "Well, we destroyed the weapons," she reasoned. "Why not just leave?"

"Good call," the Vaxasaurian answered, the omnitrix highlighting several ways out. He was on the verge of directing them towards one when a thin figure made its way in his vision, catching sight of a life form gone unnoticed until now.

It was tall, skin tight against bones and colored white, some sections freckled with purple. Red slits were carved into the strong chest, talon-like hands sharp and long.

"What are you intruders doing on my ship?" It questioned, English rough and tones dangerous. When they only stared, it continued. "I do not repeat myself to lower life forms," it growled out. "What are you doing on my ship?"

Kevin was the first to respond, albeit with a sarcastic remark. "Did he just call me a lower life form?" He asked Humungousaur, eyebrows raised.

"I'm pretty sure he did," he replied, studying the figure in front of him, trying to uncover how it was somehow able to evade the omnitrix.

"And while he may have a point," Gwen murmured, tense. "It's not nice to say so." The creature seemed to grow impatient at that, shoulders straightening.

"You vermin dare mock a Highbreed commander?" It screeched, and he felt the watch catalogue the title. Humungousaur smirked as the reply rolled out of his mouth.

"I'd mock anyone who uses the word mock," he quipped, watching as Kevin sprinted forward. His metal coated fists never reached the alien, body being thrown into the opposite wall. Gwen screamed his name as the Highbreed went to finish off the Osmosian, pulling up a coil of mana and entangling the enemy. The Highbreed simply used it to fling her into the adjoining wall, growling.

Kevin trembled slightly as he stood, heading over to the Anodite, eyes never leaving Humungousaur. The Vaxasaurian ran to protect the other two, stance tense.

"You guys go!" He ordered, tail straight and fists clenched. "I'll cover you; get outside!"

"I'm not leaving you to fight that thing for yourself," Gwen insisted, voice breathy and strained.

"No time to argue," he shot out. His and Kevin's eyes met briefly in a quiet understanding. "Kevin, get her out of here!"

"You heard the man," Kevin answered, grabbing her around the waist, though he didn't look happy about it. He struggled to drag her to the exit, keeping Humungousaur in his sight until the Osmosian couldn't.

The Highbreed took that moment to break free, crimson pupils narrowing. "Maggot!" It called, making him turn. "You would dare to face me alone?" He grunted in response, slamming into the commander, only to get flung into cold metal walls in retaliation.

The omnitrix rapidly began flashing escape routes in his mind, but the thoughts running through were jumbled and dazed. He didn't pay attention to the other string of insults thrown his way, getting up and bounding towards the exit. He was grabbed by his tail, getting smacked across the room repeatedly.

It screeched at him as he was brought closer and closer to submission, insistent whining echoing in his head. He growled when it lifted him from the floor by his neck, talons choking the Vaxasaurian.

The omnitrix symbol beeped on his chest, green sparks running up his body and tingling at the enemy's claws. The Highbreed yelped as it retracted the appendage, skin smoking slightly. In a sudden flurry of anger it reached for him once more, throwing him off the balcony.

"Get off my ship!" It yelled as he tumbled into nothingness, a bolt of mana grabbing Humungousaur just in time. It hoisted him back to the ground with a crash, and he couldn't do much more than groan when it was over.

He felt calloused fingers on his neck, presumably checking for a pulse, and he didn't have the energy nor motive to tell Kevin to move. Humungousaur peeked open a single pupil, staring at the Osmosian, who actually almost seemed concerned.

"You really showed him, huh?" He snarked, and the Vaxasaurian only gave him a glare. He shakily stood, head spinning, voice wobbly.

"He's going to destroy the town," he told them, mentally recounting parts of the Highbreed's rant.

"How?" Gwen questioned, tone worried.

"I don't know," Humungousaur answered, and the omnitrix didn't provide him with any other information, leaving some of his mind to dwell with the scene back at the ship. "But he _will_ destroy it unless I stop him."

The ship took that moment to start up, steam rising and screens going red. Smoke and fire bombarded the three and Humungousaur seemingly instinctively covered the others, despite the shield of magenta Gwen put up. The mothership launched into the air, the shield smashing when he felt himself grow.

"You've got yourself a big problem," Humungousaur called as he hurried, sprinting towards the machine. His large hands clamped onto the ends, the Vaxasaurian being brought up through the ground along with the ship.

The wind bit at his scaly body as he climbed, trying to reach the top. The Vaxasaurian and the ship alike flew through wisps of clouds, reaching higher and higher into the sky.

Humungousaur watched as the flare died down, being replaced by a large laser. The white-hot beam flickered to life, shooting down at the parking lot below. He started pounding into the machinery as it made its way towards the hospital, pulling out wires and bracing through the sparks.

The beam died seconds before reaching the building, but he didn't bask in the joy as his grip slackened. Humungousaur slipped, barely managing to cling to the last few inches of metal before falling. The world became a blur to his vision, hands trying desperately to grasp at what wasn't there.


	7. Chapter Six

He crashed into the ground, dust and rocks rising up into the air, a crater being made by his actions. The omnitrix timed out as he laid on the ground, Humungousaur's tough skin protecting him from most of the damage.

Ben's green irises peeked out behind his eyelids, a groan escaping his lips. "Not fun," he mumbled, body feeling sore.

Kevin was the first one to come, quickly being tailed by Gwen. The ship had fallen a little ways away from here, causing a small fire from the wreckage.

Their eyes meet, Kevin kneeling down to where Ben sat and observing the wound on his leg. "How'd you find me?" Ben asked, glancing at his cousin.

"Looked for the trench you dug with your face," Kevin told him, tearing off a piece of Ben's tattered jeans and wrapping it around the ugly bruise. He helped Ben up, steadying him until he could stand.

"You okay?" Gwen asked, looking closely at her cousin, voice soft.

"Humungousaur skinned his knee," he told her, disbelievingly. "And it was still skinned when I turned back." He glanced down at his leg, not completely coming to terms at how he was retaining his wounds.

"What do we do now?" Gwen questioned, not knowing what to say. Ben sighed.

"We keep looking for Grampa Max," he decided, tone heavy. "Guess the best way to do that is to solve the case he was working on."

Gwen smiled reassuringly. "Easy as pie," she told them. Looking at each of the boys, she continued. "Anyone know how to make a pie?"

The sun was starting to untangle itself from the rocky horizon, causing light to soften the edges of his face. "Listen," he started, looking up to meet Kevin's face. "We've had a lot of problems in the past," he spoke, uncertainly. "But I just wanted to say thanks." The hand that went out was without omnitrix, wavering but still there. "We wouldn't have made it without you."

Something in Kevin's expression changed. "You still won't make it without me," he told them, leaving the hand to drop. Ben's features twisted in doubt.

"Are you saying you want to keep helping us?" He asked, raising an eyebrow.

"I'm sayin' I made someone a promise," he clarified. "And I'm seeing this through 'till the end."

Ben quirked his lips into a smirk. "Then you can shake hands, right?" He held it up again, this time with the watch, putting out all or nothing.

Kevin scowled at Ben, who's smile only widened. And after a while, Kevin reciprocated the look, taking Ben's hand.

"It's hero time," Ben said, letting the moment drag on into the early stages of dawn.

* * *

The car glided across the paved roads, wheels sliding against all the cracks effortlessly. Ben fidgeted in the shotgun, absent-mindedly tugging at the omnitrix.

"Can't this thing go any faster?" He asked, glancing over at Kevin beside him. The Osmosian looked tired and Gwen was nodding off in the back, Ben unable to understand it. He hadn't been able to sleep for more than an hour since getting the omnitrix, unable to relax.

"Yes," Kevin said, and Ben began to worry when numbers started to form in his head, calculating the percentage of Kevin staying awake at the wheel.

"Well," he pressed, not liking the odds. "Why aren't we?" Judging by Gwen's brain activity she had drifted off, car engine rumbling faintly in the silence.

"It's the speed limit," Kevin smirked, Ben rolling his eyes. "Fast as we're going tonight."

"But you said-"

"I said _could_," Kevin interrupted. "Not _would_." Ben scowled, huffing.

"My mom's going to kill me if I'm late again," he whined, tapping his foot anxiously. He sensed Gwen jerk awake in the back, and sighed again.

Something changed in Kevin. "If you're grounded, then it's just me and Gwen," he told Ben, smirking, but Ben felt the car speed up. "Tough break."

"Do you really think I would go with you if Ben wasn't here?" Gwen said, interrupting any sarcastic response he could have made.

"Yeah," Kevin told her, glancing in the review mirror. "I've got roguish charm."

Ben snorted, then started full-out laughing, but Kevin didn't look too upset. He only stopped at the start of a phone, shrilly beeping filtering through the noise.

"Phone call for Mr 'Roguish Charm,'" Gwen snickered, and Ben started up again.

"I don't have a phone," Kevin told her, glancing at Ben through the corner of his eye. "I think it's coming from my jacket. Could you get that?"

Ben shrugged, putting his hand through the first pocket he saw, leaning closer to the driver's seat to pry it out. The noise came from a small circular disk, displaying the symbol of the Plumbers.

"Woah," Ben said, staring at the object. "It's your Plumbers badge." He hesitantly poked it. "What's it doing?"

Kevin looked down at him, eyebrows raised, not replying. Ben tilted his head at the expression, cheeks suddenly reddening when he realized he hadn't moved. He quickly left the space between their seats, bringing the badge with him and ignoring Kevin's smirk.

The object saved him from further embarrassment, bright green hologram flickering to life. "Looks like some kind of map," he told them. "Maybe it shows us other Plumbers badges?"

"Why's it flashing?" Gwen question, looking at the hologram closely. Ben's hopes raised at his realization.

"It's gotta be a message from Grampa Max!" He told them, voice excited. "He's telling us where he is!"

"You think?" Gwen asked, sharing the same optimism. Kevin grinned next to him, speeding up the car.

"That's worth breaking down traffic laws for," he said, the car racing across the empty streets. They slid evenly through a abrupt turn, following the white dot on the map.

It lead them to a shabby building in the middle of nowhere, grass as high to their knees and crickets chirping in the night.

"Grampa Max is here?" Gwen asked, crossing her arms. The watch wasn't confirming the theory, searching for signs of life nearby and keeping the results, so he stayed silent.

"The blinking dot is here," Kevin corrected. "We'll just have to see what's inside."

"Let's go, then," Ben told them, nearly bouncing on the balls of his feet. Kevin held up a hand.

"Lemme dump the jacket first," he said. "It must be, like, ninety degrees out here."

"Ninety-two, actually," he told the Osmosian, only shrugging when Kevin gave him a weird look. He followed Kevin back to his car a few feet away, snickering. "That's what you get when you try to look cool all the time."

Kevin gave him a smirk. "And is it working?" Ben rolled his eyes.

"Shouldn't you ask Gwen yourself?" He said, watching as Kevin slammed the car door behind him.

"Who said it was for Gwen?" He didn't time to decipher what the other meant by that, his cousin calling them from the side of the building. They went over, standing behind the redhead.

"What do you make of this?" It was a large hole in the side of the wall, easily big enough to fit a person. He asked what his watch thought of the forced escape route, but got only silence in reply.

"Nothing," he said glumly. Gwen looked at him over her shoulder.

"Okay," she decided, stepping forward on a plate of mana. "We'd better check it out." She walked through, Kevin following, even going as far as to offer Ben a hand. He stuck his tongue out, pulling himself up, hearing Kevin chuckle amusingly as they went in.

It was a shabby outside as it was in, atmosphere dark and quiet, a familiar beeping resonating near the entrance. He heard Gwen call out, and only shook his head when his watch clarified his suspicions.

"There's nobody else in here," he told the other two, striding forward and claiming the blinking Plumber's badge on the table. "At least we found what we were tracking."

"Think it belongs to Grampa Max?" Gwen asked, frowning. He shrugged.

"If it does, he's out there somewhere, looking for whatever made that hole." He straightened up, suddenly, eyes going wide.

"Ben?" Gwen asked, concerned. He shook himself out of it, running towards the opening.

"Come on," he called, hearing them follow. "There's somebody nearby."

* * *

_I realize that I may have transitioned from the two episodes rather roughly, and I apologize- but hey, if I didn't, this chapter probably would have been a few hundred words. So, yay!_

_Thanks for all the lovely reviews, and as always, check out my _**Bio**_ for news. Have a nice weekend._


	8. Chapter Seven

"I didn't mean to!" He insisted, flame engulfed hand reaching out tentatively towards the unconscious man. "Are you alright?" Molten lava trailed across skin made of stone, fire raging around his head like a halo.

His fingers almost touched the man until a wall of mana blocked the contact, causing the Pyronite to stumble back. He turned around as the barrier fell, seeing the three teenagers that weren't there seconds ago.

"Guy looks like Heatblast," one of them remarked, sporting the darkest of eyes, taller than the others. The boy next to him spoke then, fists balled up.

"I noticed," he replied, eyes narrowing just slightly. "They're both Pyronites."

The only girl glanced at them, one elegant eyebrow raised. "How do you even _know_ that?"

The taller boy answered for his friend. "Doesn't matter," and the corners of his mouth pulled itself into a teasing smirk. "Want me to kick his butt?" He offered. "It'll be just like old times."

The other rolled his eyes, irises unimaginably green. "Thanks anyway," he replied, and Alan watched as he played with an strange watch on his wrist, being engulfed in a sudden flash of light.

A giant monster was left standing in the teen's place, large red wings spreading as it took to the sky. It screeched but the Pyronite couldn't make out the words, palms of his hands heating up as his anxiety increased.

It made to dive to him and he lost control, screaming something in defense as the large beam of fire flew at the monster. It dodged with incredibly speed, landing a few inches from his face.

He grabbed the monster's bony abdomen and switched their positions, receiving a strong kick to his stomach for the effort. Alan used the given momentum, propelling himself into the cornfields. The Pyronite shot up from the plants, higher into the midnight sky where he knew he was being followed, narrowly missing the winged alien.

"Watch it!" It screeched, but he wasn't paying attention, zooming higher into the clouds. He let the fire fueling his flight waver, sinking back down and aiming more balls of flame at his pursuer. He wasn't prepared for the retaliation, however, as a steady beam of green light came out of the alien's eyes. It hit him in the chest, pain effectively numbing his concentration, and Alan fell.

His powers kickstarted soon enough, and Alan started making up for lost distance, the monster gaining up. Knowing that he wasn't going to outdistance his pursuer, he aimed another fireball, having it once again dodged. Another laser beam came, this time the pain being too much to take, the ground feeling rough below him.

* * *

Jetray landed smoothly next to the groaning Pyronite, transforming back within seconds. "Had enough?" He questioned, watching the Heatblast look-alike with caution.

"Uh-huh," it mumbled, voice sounding male. He rose from the position, fiery hands rubbing his head in a way that seemed too human.

He wasted no time in the interrogation, a scowl plastered on his features. "There's an old guy that's been chasing you, probably wearing a Hawaiian shirt." He came to a stop directly in front of the Pyronite, arms crossed. "Where is he?"

The shrug was also out of character, male voice sounding adolescent. "I don't know what you're talking about," he answered, and Ben's fists clenched.

"My grandfather," he grit out, volume raising to a shout. "Where is he?" He was about to say more before he was alerted to the extra life forms in the area, a group of them dangerously close. Ben turned just in time to see the officers from moments before, flashlight beams blaring in his eyes.

"Freeze!" One of them shouted, tone loud and demand unnecessary. He took the lead, continuing on. "I should've known you couldn't have set all those fires by yourself. But now I've got you, Alan." His vision adjusted to the glare of the flashlight, being able to make out a smug grin.

Ben didn't like where this was going, studying the situation. An idea popped into his head and the omnitrix compensated, surges of green electricity temporarily blinding the officers. He grabbed the Pyronite's arm as he ran, diving into the large stalks of corn.

Not daring to leave his only lead to Max, Ben tugged them both to where Kevin's car was waiting. It took a while for the police to catch up, the large car providing a distraction as they made their escape.

They only stopped running when they reached the abandoned barn house a good distance away, feet thudding on the cold metal floor. The Pyronite cautiously removed his arm from Ben's grip, staring at the other's unscathed palm curiously.

"How come you're not burned?" He asked, glancing at the appendage, and Ben followed the line of sight. He didn't have a real answer for that so he ignored the question, eyes traveling over their shelter.

There was only a brief moment of silence until he spoke again, nervousness strung up in the given words. "Why'd you help me?"

Ben considered his response. He had already deduced that the alien truly didn't have anything to do with his grandfather's disappearance, and this was before they had made it here. "I don't know," he admitted. "You kind of remind me of myself."

"Yeah," the other agreed, not fully understanding. "I guess you're a monster, too."

Ben grinned, trying not to feel disgruntled at the alien's downtrodden tone. "Well, technically, I'm a whole bunch of monsters," he said, a bit of pride leaking into the admission. "That's the cool part."

"Nothing is cool about this," the Pyronite said, raising his hands to his face. A flicker of flame dropped from his fingers, falling onto the floor.

Ben raised his eyebrows. "No?" He asked, not looking for an answer. "The super-strength, the flying?"

"I _hate_ flying."

Ben chuckled. "Yeah, well, you do kinda stink at it." The omnitrix beeped, completing it's scan of the Pyronite, and his eyebrows rose further at the information. "If you don't like it, then why do you take up that form instead of your human one?"

His fiery eyes widened. "How did you know about that?" Ben only smiled.

"Call it a guess." He looked quizzical, an expression strange to the alien face, but let the form drop. Under the alien was a boy around his age, looking too small in his white shirt.

Alan sat down on a nearby crate, taking his head in his hands. "I'm trying to get used to this," he answered. "It all just recently happened. And, well, sometimes I can't control it."

Ben leaned against the wall, position casual. "What's your story?"

There was only a moment of hesitation until he began, not meeting Ben's eyes as he spoke. "My mom was human," Alan told the hero, sincere. "And I thought I was, too, until I woke up one morning and my bed was on fire." He let himself pause. "My dad put it out, and then they explained it to me. He's a Plumber." Alan looked up at Ben, unsure. "They're-"

"Intergalactic police," he finished, still holding the reassuring grin. "Did your dad give you his badge?"

He looked even more miserable at the question. "Yeah, when he explained to me what it was," Alan replied, sighing. "But Sheriff Mason took it from me."

Ben reached his hand into his pocket, looking. "Yeah, well," he smirked, fingers closing around the item. "I kinda took it back."

He pulled out the badge, holding it for the hybrid to see before tossing it to him. Alan caught it, staring at the hourglass symbol with disbelieving eyes, and he finally meet Ben's smile with one of his own.

* * *

The two watched as the police car drove off, heading out into the vast cornfields. Kevin turned to the redhead, easy-going grin plastered on his face.

"That didn't go so bad, huh?" He asked, leaning back on the leather seat. "We lead them away from Ben, and all we got was this." He held up the thin slip of bright yellow paper, waving it in the air almost teasingly.

Gwen narrowed her eyes, tight lips pulling down in a stern frown. "Kevin," she scolded. "That's a four hundred dollar speeding ticket!"

He nodded, throwing it behind his shoulder. "I know," he agreed. "It's probably a personal record." Gwen looked at him from her position in the shotgun seat, feeling out of place in the different arrangement.

"Are we going to get Ben or not?" She asked, arms crossed. Kevin sighed, starting up the car, and they rode under the star-freckled skies.


	9. Chapter Eight

The road was smooth under the vehicle, gliding past clumps of trees and lavish fields. Anxious eyes scanned through the night, Gwen's voice breaking the silence.

"Grampa Max doesn't have anything to do with this, does he?"

"Nope," he admitted, hands gripping the wheel. Kevin spared a glance at the girl, mouth creasing into a frown.

She sighed softly through her nose, red waves of hair cascading down her shoulders. "So, that badge belongs to the Heatblast guy." She turned to face Kevin, eyebrows furrowed. "Where do you think he got it?"

Kevin's voice was soft when he answered. "He doesn't act like a Plumber," he remarked, considering. "Probably just a Plumber's kid."

Gwen's expression was puzzled. "Why would a policeman give his son a badge?"

"To keep real Plumbers from arresting him from inter-planetary trespass," he informed her, the car making a sharp turn. "A badge is better than a passport."

She thought about that for a second. "I'm not following."

"Heatblast junior is probably part human," he explained. "Humans with alien ancestors are actually pretty common. Most of them have super powers."

She regarded him with a strange look, crossing her arms. "Common?"

"Well, yeah," he shrugged. "That's what you are. You get your powers from your ancestors." She didn't let the look drop, and he offered another shrug. "I thought you knew?"

She snorted. "Uh, I get my powers from magic talismans and books." He chuckled at that, disbelieving.

"Yeah, right. _Magic_." They continued driving on, stars sparkling overhead, but Kevin's laughs never fully receded.

* * *

"But the sheriff thinks _I_ started all the fires," he murmurs, looking down. Ben tilted his head, ever so observant.

"I don't," he replied, watching as Alan's eyes rose to meet his. "For one thing," he reasoned, looking to the bright moon, wedged between a broken ceiling. "Fires couldn't have cut this building in half."

The revving of an engine prevented the hybrid's reply, both of them looking to the entrance. An all-too familiar car was there, lights blaring in their eyes. The two watched as Kevin strolled out, coming to a stop directly in front of Ben.

"Hey," he greeted, aiming a roguish smirk at the smaller teen. "Who's the squirt?"

Alan took the time to let the flames engulf his body, aiming an owlish look in Kevin's direction. "Oh," he gave, not smirking anymore.

Ben nodded, hand moving to pluck a piece of rock off Alan's shoulder. The Pyronite jumped. "Ouch!"

"That didn't hurt," Ben chided, the omnitrix confirming his statement. "I want to show you guys what I saw when I was flying over the cornfield," he continued, leaning down. The charcoal scrapped across cement, the other three watching.

"It's not exact," he grunted, drawing a pattern of circles and lines. "But it's close." He stopped, taking Kevin's offered hand as the Osmosian pulled him up. "These aren't roads. These are crop-circles."

Alan's voice was questioning. "Like those things aliens leave, to find their way around?" Kevin rolled his eyes.

"More like those things farmers leave to fool city folk." Ben glanced at him, giving a smile.

"It's not like we don't know a bunch of aliens," he reminded the other, and Kevin considered the remark for a moment.

"True," he finally said. Gwen spoke then, green irises glued to the drawing.

"Also," she said. "I don't think these are crop-circles. I think they're circuit boards." Ben frowned slightly.

"You might be right," he consented. "The omnitrix has been trying to find matches to alien species that use these symbols, only to draw a blank." He lifted his left arm, exposing the watch. "Maybe we've been looking for the wrong thing."

They all watched as the watch glowed even brighter, a ray of green coming our to scan the small illustration. It was gone as soon as it came, a harsh click breaking apart the silence.

Ben frowned. "I can't get a match," he told them. "It's not accurate enough."

"Maybe we should go and see the crop-circles for ourselves?" He offered. Ben thought about that.

"Not a bad idea," he concluded, waving them over to follow. They finally did, letting Ben lead them into the vast cornfield outside.

* * *

They made their way up to the top of the large building, only Gwen's mana keeping them in the air. The lush fields stretched out below their feet, going on for miles and miles, while the midnight sky sparkled with diamond-like stars above.

Alan leaned forward from where he was, speaking in a whisper to Gwen. "How are we doing this, again?"

She gave him a sideways look, replying with a reassuring smile. "Magic."

"It ain't magic," Kevin called, meeting the two, and Gwen stopped walking.

"Oh, right," she mocked, hands on her hips. "Kevin says that I got my powers because of an alien bloodline."

Ben gave a start at the loss of magenta steps, zoning in at the conversation. "He's correct," he said, cocking his head. "Can we keep going, now?"

Gwen aimed a glare at her cousin, huffing. "How would you know?"

He made a frustrated noise in the back of his throat, looking downwards. "Kevin is correct," he repeated, trying to urge the conversation. "You're part Anodite."

Gwen dropped the glare, replacing it with confused features. "What?"

"Anodite," he said again, shrugging. "It's a mana-based alien species. Your DNA has heavy traces of it." He had noticed since the omnitrix had scanned her and Kevin's DNA. Maybe he had forgotten to tell her?

"How do you even _know_ that?" Alan mirrored Ben's previous frustration, fidgeting.

"Could we talk about this somewhere else, when there's not something important going on?" Kevin replied with a joking grin.

"You don't think what we're standing on is important?" He asked, and Gwen fixed him with a scowl.

"Stop teasing him, Kevin," she admonished. "We'll continue this later," Gwen muttered to her cousin, an unspoken threat hidden in her words. "Is this high enough?"

He looked to the distance, nodding. "Yeah." They followed his gaze, looking at the sheets of metal embedded in the grass.

"You were right," he finally said. "This whole valley is a machine." He made a disgruntled expression at the machine on his wrist, the sudden stream of information it gave coming in too late. Why had it taken so long?

The watch beeped in reply, and he gasped as his focus involuntarily shifted to the right. It readied on a sudden show of sparks, the action leaving him reeling.

"Hey," he got out, still blinking in shock as the control of his eyes came back. He pointed to the scene swiftly, only moving to grip down on the omnitrix when all of his friends saw. That was strange, to put it lightly.

"I told you I didn't start the fires!" Alan exclaimed, pumping a fist into the air, and Ben smiled despite of himself. He pushed the panicked thoughts to the back of his mind for later, turning to Gwen as she spoke.

"Maybe we should go down and take a closer look?" She suggested, forming another quick set of stairs. Ben nodded in agreement, and they descended, heading to the field.

* * *

To Ben, it looked like a vacuum cleaner. A vacuum cleaner that shot out lightning.

Wow. He could feel the omnitrix _cringe_, right then.

They stood in the darkness, shrouded by a cluster of corn crops. All eyes were on the suited person ahead, sealing the circuit boards with his lightning vacuum. The very device shot an unbelievably bright beam of pure energy upwards, creating the sparks from far away.

"What's it doing?" Alan hissed at them, all blazing flames, and he made the mistake of standing. The omnitrix nearly screeched, feeling hot on his wrist, and he saw the percentage of them being spotted rising dramatically. He reached out to pull Alan down, giving him a warning look before turning back.

Wisps of smoke rose from the metal and curled around the warm night air, the suited man gesturing to another like him from across the field. Ben could see the small machine in his hands from the too long distance, something that he tried to not be unsettled about as the field took on a low humming sound. Without warning, the metal crop-circles burst to life, lighting up the darkness with their white glow.

The circuit board at the end received a larger energy surge than the rest, making the ground rumble at their feet. A succession of circular disks rose from the metal plane, connect by a silver beam. When it was done forming, it stood tall above their heads, gleaming proudly.

Kevin's shoulder brushed against his roughly, and he glanced at the Osmosian, who shared an equal look of shock. The very topmost tip of the tower started to cackle with lightning, storm clouds appearing out of thin air. He could feel his watch calculating the inner-workings of the tower, showing him how fast the temperature was lowering. Sure enough, snow began to fall, accompanied by the desperate roars of thunder and strong blistering winds.

Ben gently stepped out onto the metal circuit boards, flakes of ice getting lost in his hair. The others followed, eyes trying to take in the structure in all its entirety.

"The tower is some kind of weather machine," he murmured, hearing Kevin and Alan bicker as the former tried to use the Pyronite's powers for warmth. Ben watched them for a minute, Gwen and Kevin shivering in the cold, and looked at his own hands in wonder.

He should've been cold, but he wasn't, and that was just another weird occurrence to add on his list for today. Kevin watched him from where he was, coming over slowly, and Ben lifted his gaze.

"Why're you so sad?" He question, nudging Ben's shoulder. Kevin's eyebrows furrowed as they made contact, prodding him gently in the cheek. "Jeez, Benji, you're a freaking furnace!"

He scowled at the nickname, but he knew Kevin was right. His skin was much warmer than it should've been, especially in this weather. Offering a shrug, he tried for a smile. "Must be the jacket, then."

Kevin shook his head. "That green thing you're trying to pass of as clothes? Uh, no."

Ben sighed, pulling the offended article from his arms. To make a point not even he had really clarified to himself, he draped it across Kevin's broad shoulders, standing on the tips of his toes with faces too close. Straightening out the creases, he finally moved back, watching Kevin's baffled face with a smug expression.

"Better?" He questioned, mockingly. Kevin swallowed.

"Uh, yeah."

"Good," Ben replied, trying not to meet Gwen's scrutinizing gaze. "Then stop complaining."

Any reply that Kevin could have possibly given him didn't come, the sound of blaring sirens taking up the air. They all watched as the police vehicle came, the sheriff from before stepping out.

"Freeze!" He ordered, much too ironically that it almost made Ben sick.

"Already working on it," Kevin snarked, the sheriff pointedly ignored him.

"I was easy on you last time, Alan, out of respect for your folks," he began, heading towards the Pyronite. "But you built this machine. You're stealing all the heat to fuel your powers."

Alan's fists clenched with the assertion, rushing forward, and Ben was suddenly anxious at the proximity. "It's not like that!" He yelled, frustrated.

One of the other officers came forward, brandishing a gun. "Hey," he warned, aiming it at Alan. "Get away from him!"

Kevin reached out, putting one strong hand on the weapon. "You should take your own advice," he said, absorbing the steel from the gun, and the policeman watched with wide eyes as the weapon was taken away. He snapped it in half swiftly, wearing a smirk.

"Step away from them," the sheriff barked, fear sprawling across his features. "They're all freaks!"

Ben came forward, hands raised in surrender. "Now, hold on," he said, voice calm. "We can explain what's happening." He wasn't given a chance as beams of energy shot out, hitting two of the officers and freezing them solid.

The suited people came out of hiding, brandishing the lightning vacuums. Ben could feel the panic rolling off the police in waves, see fingers tightening around guns.

"What'd you do to my men?" The sheriff asked, in a daze, slowly backing up towards Ben. Another beam made its way to the sheriff, swiftly blocked by Gwen's shield of mana. It started to crack as more energy piled on the shield, strained.

"I can't take too many of these," Gwen warned, glancing behind her. Ben nodded, pulling up his wrist.

"You won't have to," he told her, activating the omnitrix. He let his device chose, slamming down on the dial at random and disappearing behind a flash of green light.

It went as soon as it had come, Swampfire standing where Ben once was. He declared his name, flames engulfing his hands, and chucked the balls of fire at the offenders.

They backed off at the flames, and the omnitrix's DNA scan was confirmed. Kevin raced out to help, kicking one of the enemies down swiftly into the snow. The Anodite was next, throwing one of them into the air as Alan blasted two of the offenders away.

Swampfire hid in the cornfields as the sheriff and his last man took down another pair of aliens, coming out as one readied to get the police from behind. It's helmet came off in the tussle, and the Methanosian watched as the head of the DNAlien was revealed.

"More DNAliens," he called out to the others, blasting away this one with fire. The others came where he was standing, aliens gone, Gwen wearing a quizzical expression.

"Those aliens you named?" She questioned, and Swampfire only shrugged, transforming back.

"There weren't any matches to any known species, so I took it upon myself to give them a title," he told her, reinforcing his idea from days ago. "It was a nice name."

Gwen just sighed, and Ben counted it as a small victory. Kevin came up beside him, watching the defeated alien with caution.

"Anyway," Ben said to the two, looking at the sky. "Remember how cold it was on the base from before?"

Kevin nodded. "You said it was because they like cold habitats, right?"

Ben gave him a thumbs up, mildly surprised the Osmosian remembered. "Well, if that weather machine is making the place cold for their liking-"

"Then they're trying to make this place their habitat," Kevin finished, dread in his voice. Ben nodded, giving a start when the omnitrix screeched. He was seconds too late to move, vision tunneling into darkness as he was frozen solid.

* * *

_Thanks for all the kind reviews. _


	10. Chapter Nine

He blinked down at himself, ice watering down as his body was slowly unfrozen. Ben imagined he should feel cold, feel _something_- did shock count?

Ben glanced around himself, finding his friends frozen solid. The form of Kevin Alan was down the path, surrounding by gathering DNAliens. It took him a while to focus on that, still in a daze.

"Uh," he called out. "Want some help?"

"Yes." The Pyronite's voice drifted over to his ears, small and panicky. "Please." Ben thought about that, looking at the omnitrix. His watch was glowing a bit too brightly, interface smoking, and he knew that this was what had unfrozen him.

He tried not to be concerned at the high temperature emitting from the omnitrix, a little lost as to how his wrist didn't have any trace of burns. Pushing that aside for later, Ben attempted to activate the watch, only receiving a few half-hearted beeps.

Frowning, he yelped as his arm moved on its own, legs simultaneously having him jump forward. Not feeling in control of himself, Ben watched as his hand connected with one of the DNAliens, a large green bolt of electricity shocking the enemy. It fell to the floor, the other aliens shrieking as they watched.

His body stopped moving on its own accord, Ben getting the message. He ran to another alien, doing the same. Alan watched, taking control of the confusion to blast a couple of aliens with fire. Soon enough, they were all down, the two heroes meeting in the middle.

"We beat them!" Alan exclaimed, fire dancing across his skin. The omnitrix's glow started to fade slightly, temperature decreasing.

"Plenty more where those came from," he warned. "We need to take down that weather tower. Take care of the guys at the top, so I can get close." As if seconding his words, the omnitrix interface popped up, ready for use.

Alan looked unsure, the Pyronite gazing hard at the aliens at the top. "I don't know if I can do it," he admitted. "I'm really bad at flying."

He laughed, giving the other a reassuring smile. "Yeah, I was too at first," he confessed. "Let me show you a trick I learned."

It was after a few minutes that Alan was in the air, balancing on a slab of rock. He raced towards the top of the tower, blasting away the DNAliens gathered there. Sending a thumbs-up to Ben, he kept to the sky, on the lookout.

Receiving the signal, Ben transformed into Swampfire again, racing towards the structure. He shot a quick fireball at the leftover enemies, reaching the building.

The Methanosian started to pull back the structure, relying on his super-strength. His feet slowly morphed into roots, burying into the ground. After a couple of seconds spent groaning, the tower gave in, falling over with an ear-splitting creak.

The snow ceased, whirlwind of clouds dissipating as the moon came back into view. The Pyronite landed next to him, the two staring at the wreckage with a small sense of victory.

* * *

The three of them were out in Grampa Max's old clearing, night as serene as ever. The Rustbucket gleamed beautifully in ways that any other RV couldn't, Kevin working on it underneath. Ben and Gwen sat on a picnic table a few feet away, Gwen looking through old photos.

Her cousin was fiddling with his watch, trying to figure out the machine. He had been wary of it since the incident at cornfields, how it had so easily used him like a tool. Gwen left him to it, noticing how anxious he seemed, but he hadn't told either of them. It wasn't like the omnitrix was hurting him, right? And the constant stress they were under served as further reason not to worry them.

After a while of nothing, he pulled his sleeve back down, not bothering with it anymore. He stood, stretching, and Gwen turned to look at him.

"Hey, Ben," she started, holding up one of the photographs. "It's us in front of the old Rustbucket."

He actually laughed, taking it in his hands. The three of them wore identical goofy smiles, posing beside the vehicle. "It's so like Grampa Max to loose one dumper, and then run out and find another."

They both shared a grin, full of nostalgia. He put the picture back, eyes crinkling at the corners. "That whole summer was incredible," he told them. "Remember, Gwen? Hero time, all the time...Kevin was still a bad guy."

He turned to the Osmosian, who shot him a scowl. "Let it go, Tennyson," he whined, wiping a bit of oil of his face. "I know that you're here to keep an eye on me."

Ben shrugged, still grinning. "I don't know 'bout that," he admitted, not bothering to elaborate. "And either way, it was sweet of you to fix the new Rustbucket." Kevin looked a little shocked at the admittance, but the corners of his mouth eventually lifted up into a smile.

The Osmosian went around the corner, still tinkering with the RV. Ben stayed in his place for a while, eventually moving to take the box of photos back from his cousin. He started to head inside to put them back, Kevin sliding into the way just in time.

Kevin only smirked at Ben's confused expression, leaning close. "Not yet," he said, and like that he was inside, leaving Ben in the doorway.

"You're really doing a good job at that "nice guy" act, Levin!" He teased from the door, rolling his eyes. Gwen watched the exchange from her place, eyebrows raised.

"Okay," Kevin called, voice muddled. "I'm gonna try the engine!" The vehicle came to life, and Ben's eyes widen with surprise.

"Wow," he murmured, pounding on the door. "You did great!" He went to open the door knob, Gwen cheering from behind. His hand reeled back just in time as the vehicle moved, tires screeching against the grass.

Gwen pulled him back, both of them falling to the ground. His back hit the dirt hard, spluttering.

"Kevin!" He got up so quickly his head spun, activating the omnitrix and transforming.

Big Chill took off into the air, large blue wings spreading. Orb-like green eyes find the Rustbucket, and he flew to catch up. Just about to reach Kevin, a strange mechanism detached itself from the vehicle, firing a white-hot laser beam at him.

Big Chill dodged the attack, going intangible. The chase lead up higher into the mountains, the canvas of stars overhead and pine trees whizzing past their sides. Going on instinct, he breathed a long wisp of pure frost, turning the streets to ice.

The Rustbucket skidded along the frozen pavement, barreling close to the edge of the road, where it dropped off to a cliff. In a sudden panic, Big Chill raced to the vehicle, going to its side and holding it up with enhanced strength.

It stopped skidding, giving Kevin the opportunity to take off again. The wheels grew iron spikes, driving across the ice-caked roads with no difficulty. Cursing himself, Big Chill took off again, too late to stop it when the RV faltered and fell off the side.

He dived down to catch the vehicle, but it was already speeding away on the mountain. It blew through tons of trees, leaving a path of chaos behind for him to deal with.

The RV landed on the other road a little ways downward, the Necrofriggian following. He went invisible, blending into the scenery, at loss when Kevin dispatched some missiles from the Rustbucket.

They found him immediately, but instead of exploding, they released a net. It trapped him, electric sparks running up and down the length of his body. The Necrofriggian fell to the ground, wings failing him, watching helplessly as Kevin escaped.

He transformed back into his human form, the omnitrix disintegrating the net. Ben stood up uneasily, staring after the Rustbucket as it rounded the corner, feeling empty and hurt at the same time.

The sound of mana filled the small silence, Gwen rushing forward to the clearing. She looked at him, heels touching the pavement.

"He got away," Ben sighed, defeated.

"Woah," Gwen breathed. "I mean, uh, oh no!" He didn't bother to figure out the strange response, stepping away with his arms crossed.

"How could I have let my guard down?" He yelled. "He's a liar and a thief." Ben didn't know why, but he felt so... _betrayed_.

"That was the old Kevin," Gwen amended. "He's different now."

"That's what I thought, too," Ben mumbled. "Doesn't matter anymore."

"Ben..." Gwen stared after him, watching as he shook his head at the Anodite. Glancing at the omnitrix, he felt as his watch started to pin-point the Osmosian's location by his badge, tracking the RV.

"C'mon," he finally said, stopping his pacing. "Let's go find him."

* * *

They had found Kevin in the middle of the desert, skin pure stone. Ben hadn't bothered to glance at him, listening as the Osmosian told Gwen about his and Argit's deal to sell the Rustbucket, and how the alien had double-crossed Kevin and took it for himself.

He finally turned to the taller when the story was done, furious. "How could you?"

Kevin met his eyes, not even having the decency to look guilty. "Now, I know this looks bad, Tennyson-"

Ben's watch sparked angrily, on par with his emotions. "Bad? If you don't get the Rustbucket back I'll show you bad."

The Osmosian only smirked. "Doubt it."

Ben grit his teeth, disbelieving. "What do you think is going to happen when Grampa comes back? Huh? Where's he gonna live?"

Gwen spoke up at the worst possible time, eyes flickering magenta. "Do I have to separate you two?"

He faced away from Kevin, aiming his glare at his cousin. "He stole Grampa Max's home!" Ben nearly screamed, voice echoing through the barren wasteland. "What kind of jerk steals an old man's home?"

"One with a very good reason," she offered. Ben felt himself deflate, glancing back at Kevin.

"Well," he began, tone suddenly quiet. "Is it?"

"Trust me," he promised. "This is important."

Ben furrowed his eyebrows, seething. "Yeah," he muttered, loud enough for both of them to hear. "Important to _you_."

Kevin shrugged, looking indifferent. "I suppose you could say that." He raised his hand to stop whatever reply Ben had, holding up his Plumber badge for the cousins to see. "Hold on a second."

Kevin pressed down on the symbol, a hologram popping up to display a strange map. Ben couldn't make sense of it but Gwen apparently did, sounding a bit impressed when she spoke.

"You hid a tracking device in the undercarriage?" Kevin snorted as Ben caught on, not sharing the redhead's opinion.

"Like I'd let anybody swipe a fortune in Plumber tech from me," Kevin mused, but Ben's scowl only deepened. Kevin sighed, letting the hologram fall.

"Look, Ben-"

"Could we just not?" He interrupted. "I don't care, okay? It's not like we're actually friends or anything. You've made that pretty clear." Kevin looked like he wanted to argue but Ben didn't listen, taking Kevin's badge and leading the way.

* * *

_Sorry about the long update time, and that strange transition... again. I don't know what to do about that. Hm. _

_On a different note (and I think you'll like this) I'm watching this episode on Netflix for the scenes and dialogue and general storyline, and I'm barely having to make any alterations for the BeVin-ish moments most of the time. I mean, if you really look at it, these guys are so drawn to eachother in the show it's ridiculous(ly cute). And if you have watched this episode (_Kevin's Big Score_) you know Kevin's reasons for selling the Rustbucket, and how much of an "aw" moment it is. If you haven't, then I got a feeling you'll be pleased with the next chapter. _

_Just wanted to share that little moment with you all. I'll try to get the next chapter up as soon as I can, and as always, check out my _**Bio**_ for news on this story and some... other bonuses. Have a nice weekend!_


	11. Chapter Ten

_Sorry about the late update! I promise I'll try to get the next one in quicker. Some (strongly) hinted BeVin to make up for it? _

* * *

It was too quiet outside, clouds shielding the few lingering stars in the sky. The people were even a rarer sight to be seen, practically nonexistent this late in Bellwood. The garage appeared abandoned, looking haunted in the late hour.

Kevin kicked the door open, further pushing it wider. He gestured at Ben to step through, a fleeting motion of a smirk on his lips, but the younger simply avoided his gaze. Kevin frowned but didn't comment, Gwen taking up the rear.

The omnitrix glowed brighter to fill up the small room, allowing them to see the Rustbucket in all its glory. Kevin pumped his fist into the air, Ben rolling his eyes.

"So where's your fortune, Kevin?" He questioned, tone venomous. He wandered off to the side of the room, picking up a random piece of brightly colored trash. "What's this worth, five bucks?"

He didn't bother scanning it, kicking a pile of tires down to the floor with a frustrated yell. "We are supposed to be keeping the planet safe from an alien invasion, and we can't keep a motorhome from being stolen?"

"Drop it," Kevin snapped, turning away from the two. Ben's features morphed into a scowl, striding over to the Osmosian and standing in his way.

"Don't walk away from me!" He demanded, having to crane his neck to meet Kevin's gaze. The taller looked down at him, almost amused, scoffing.

"Is this when you turn into an alien and try to kick my butt?" He mocked. Ben's scowl depended.

"I'm considering it," he answered, hand settling on his left wrist. The small rattling of a doorknob stopped anything more that could've happened, Ben jumping away from Kevin in surprise.

Gwen shushed them, diving behind the Rustbucket. Ben dashed to a few stacked crates just big enough to hide one person, Kevin following. He wanted to tell the Osmosian to find another place but the door had already opened, his watch darkening instantly.

Argit's whistling drifted through the garage, being accompanied by the sound of small footsteps. Ben tried to hide behind the boxes as well as he could, shoulders almost touching with Kevin's, but the silent vibrating of his watch against his wrist kept telling him they weren't fully concealed.

He desperately moved, placing himself on the Osmosian's lap. It was one of the most demeaning positions he had ever been in, Kevin's body tensing in surprise. He pressed his back against the other's chest, feeling Kevin slowly relax. Blood rushed to his cheeks as strong arms cautiously wrapped around his waist, the two trying to squeeze together as best they could.

Argit didn't stop or see them, so Ben counted it as a victory. He listened as the alien opened the doors to the RV, muttering something to himself. It was only slightly hard to concentrate, Kevin's breath hot against his neck, but they both heard as he stepped back out.

Magenta light flooded into the room. Ben slowly turned, Kevin's arms slackening slightly and allowing him to move. He tried not to look at the Osmosian as he found his cousin, her palms lit with mana.

Ben scrambled up, coming up on Argit's side. Kevin did the same, the rat-like alien appearing panicked.

He dived out of the boarded-up windows with a yell, running down the streets. Ben quickly dashed out of the garage, pushing himself to the limit in order to catch up. The omnitrix made itself known with a loud beep as he started to loose Argit, and he transformed in a ray of green light.

Echo-Echo split into small groups, running through the maze of alleyways. They caught up with Argit easily, blocking off the way he had been running.

"_Won't let you get away,_" they spoke, high-pitched voices switching to a scream. Argit was pushed back, hastily standing and turning the other way.

Another Sonorosian was perched on the on the fire-escape of the apartment above Argit's path, the material of his face stretching into a devilish grin. He blasted the alien off his feet, the other copies gathering around his form.

Argit got in a defensive position, tail firing a flurry of spikes at the Sonorosians. All were hit but one, falling to their feet as the poison took affect.

Gwen and Kevin ran into the scene, Kevin yelling out to Echo-Echo. Argit turned at the voice, aiming a pin at the Osmosian, and he just managed to knock Kevin out of the way.

Gwen fell with a thud, another quill having got her shoulder. Kevin stared at him with wide eyes from the floor, shocked.

"Uh, thanks," he murmured, watching as Echo-Echo stumbled. The pin had managed to glance off his shoulder, the brush of poison making him dizzy.

"_I'm still mad at you,_" he replied, facing the enemy alien across from them. Argit was observing the two, defensive. Echo-Echo concentrated for a moment, trying to ignore the headache, and he duplicated. The copies formed another wall around Argit, sonic waves unlatching from their mouths. The sheer force knocked him unconscious, leaving the two to deal with the mess.

When Argit woke up, it was with a heavy head and the sight of Kevin and Gwen, both glaring down at him. He glared right back, struggling against his bonds, quills trying to escape from his back.

Echo-Echo spoke from all directions, one of the little aliens popping into his view and sneering. "_I superglued them to your head,_" he told them. Glancing around, he finally changed back into one, becoming human in a flash of green.

Ben stretched, headache pounding against his skull, but it was manageable for the time being. He walked over to the group, peering down at Argit, but the alien spoke before anyone else could.

"Lemme give it to you straight," he began, words quick. "You cannot trust that man!" He nodded at Kevin, still struggling.

"Me?" Kevin asked incredulously. Ben sent him a look that made him quiet down, not being in the mood.

"Do you know what he was gonna do?" Argit exclaimed. "He was gonna steal your motorhome and sell it to another criminal. Thank goodness I stopped him."

Kevin had his fists clenched, features angry. "By stealing it yourself!" He reminded them, furious.

"Yeah," Argit brushed off. "Yeah, I may be a crook, but this guy's no good. You can't trust him. He'll stab you in the back just for laughs."

This was all old news for Ben, but it still somehow hurt just a little. He sighed, glancing at Kevin, and the Osmosian caught his eye.

"This creep's got a point," he admitted. "You're always up to something." He thought back to their days as kids, the betrayal he felt when younger Kevin had used him. "Self-serving, shifty, always working some kind of angle. Always a thief." Kevin seemed to grow more annoyed at each word, eyebrows furrowed. "Well? What do you have to say for yourself?"

"You know what, Tennyson?" Kevin yelled. "I don't have to explain myself to you. Either of you." He started to walk off, shoulders set. "I'm done."

* * *

They found Kevin at an old storage building, Volcanus glaring down at the Osmosian. Kevin Levin himself was in bad shape, body pure crystal, voice weak and desperate.

Ben didn't bother transforming this time, having found a route to get inside the base without being found. Gwen was hiding in the sidelines as he snuck up on the enemy, ready to deactivate the machine that functioned as his armor.

"You're in a bad position to be making demands," Volcanus gloated, mocking the Osmosian as his minions mined the precious stone. Something in his gut twisted to see someone in that much pain, kneeling and being taunted as monsters ripped apart your body.

His hand was so close to reaching Volcanus' suit, inches away, when their percentage of success dropped instantly. Their enemy had chosen that moment to turn around, spotting Ben in the act.

Kevin made him out behind his blurred vision. "You followed me?" He croaked, more hopeful than angry, and it was enough for Ben.

"That whole 'get mad and storm off' act?" He scoffed, trying not to waver under Volcanus' shadow. "It could've been better, really."

"You have friends?" The alien teased, managing to sound shocked. His tone darkened at the next words. "Had friends, anyway."

The omnitrix saw it before he did, the blast of raw heat knocking away his body. It threw him against the wall, the old stone giving at the pressure and collapsing on top of his form. He heard Kevin scream his name, disappearing behind black.

Some of the minions turned to Gwen, who had made her appearance known with a shout. She blew them away with disks of mana, trying to move closer to the rubble burying her cousin.

Volcanus beat her to it, throwing apart the fallen rocks with his large mechanical hands. He lifted up the last piece, only to be greeted with Ben smiling up at him, completely unharmed.

Ben lunged forward suddenly, latching onto one of Volcanus' arms. He was shaken off before his watch could get into the mechanism, thrown hard against the ground. Ben stood without so much as a wince, jumping back up in another attempt to defeat the alien.

Volcanus simply swatted him away again, aiming a punch at the teen. Ben rolled out of the way just in time, watching as his attacker's fist got lodged into the wall.

"Great way to break your hand," he remarked, feeling the omnitrix scan the damage. Sure enough, when he pulled his fist out, wires were peeking through broken metal.

Volcanus scowled, voice rumbling and furious. "You wouldn't even be fighting if you knew what he did to me!" He yelled.

"He stole. He ran." Ben's tone was matter-of-fact, leaving no room for doubt. "That's Kevin."

Ben didn't see the blow to the stomach coming, and although his knuckles were broken it was still just as heavy. His back hit the ground hard, Gwen fighting her own army to the side, but his watch protected him from the damage.

His skin seemed to change, not quite there, like his sense of touch was fading. When he hit the cement floor he could tell it was a rough impact, but it didn't truly register in his mind. Like before, he came out of it strangely unscathed, not a bruise peppering his body.

He stayed limp either way, trying not to move as the alien lifted him off the ground. Volcanus held Ben by the scruff of his neck, glaring.

"I'm the injured party here!" He insisted. "After the Plumbers came after me, they blew up my ship!" He waited for a response, Ben's watch buzzing lightly.

He finally lifted his head, revealing a demented grin. His hand reached out quicker than Volcanus could block it, making contact with the enemy's armor. The omnitrix started to destroy the mechanism, sparks erupting from the metal, and the alien exploded in a display of white light.

Volcanus looked baby-ish without his suit, scrambling out of the rubble. Ben let him go, reaching his feet and running to the Osmosian.

Kevin's features were almost expressionless, but his eyes seemed to watch as Ben came. The omnitrix overrode the mechanisms in his chains like it was nothing, Ben's pupils blown wide as he stared at the other.

"God," he breathed, hands reaching out to Kevin's face. It was stone cold against his gradually softening skin, but the Osmosian didn't feel it. He concentrated hard, unsure of what would happen, listening only to the instructions his watch was feeding him through his head.

A slim film of green spilled from the watch, scanning Kevin's hunched form. It clicked as it finished, saving the DNA. Gwen walked over as the layer of crystal started to leave the taller's skin, coating Ben's body instead.

Kevin's features morphed into shock as he fully became flesh again, mouth open to speak, but it didn't stop there. The turquoise stone began to sink into Ben's own skin, looking painful, but he didn't feel a thing.

He finally let go of the Osmosian's face, suddenly much more subconscious. Kevin was the one that reached out, gently prodding Ben's arm, soft underneath his finger.

"I don't know," Ben said, answering the silent question, omnitrix looking much too innocent on his wrist.

* * *

"So, that's what you were after?" Ben asked quizzically, looking at the object Kevin held. "Another holoviewer?"

Kevin took the smaller's hand, placing the machine in his palm, lingering for a mere second more than need be. He felt something different about the two of them, something deeper, something he couldn't place the name on and probably wouldn't for a long time.

"I hear this one's special," he promised, and it was all Ben needed for now. Gwen pressed closer as he activated it, a hologram popping up.

Max Tennyson's face looked upwards at them, ghosts of memories gracing his mind. "Ben," he started out, strong. "If you found this message you must be in pretty deep. There's a lot I can't reveal yet, but here's one thing I can: _you can't go it alone_." He waited, watching the recording intensely. "By now, you're probably meeting some of the other Plumbers' kids, but you need to find more. You need to put together a team."

They all saw as it flickered and died, leaving the three to themselves, and Ben found he was more lost than when he had started.


	12. Chapter Eleven

Bellwood was quiet, as it always was at the dead of night. Ben sat alone, huddled on the side of the curb, a hologram of Max repeating the same message before his eyes. Kevin watched him from a little ways away, slurping on the smoothie in his hands and leaning against his car.

The hologram flickered and died, but Ben brought it back to life not a second later. He had been watching the message over and over, trying to decipher its meaning, and it was starting to make Kevin sick.

The Osmosian glanced at Gwen as she walked up, velvet hair thrown over her shoulder. Her arms were crossed tightly against her chest, green eyes bearing that same kind of concern.

"Think we should be worried about him?" He questioned, furrowing his eyebrows. "He's been watching that thing for hours now." She stayed quiet, but what he had seen as concern soured into discontent. "Problem?"

"Why haven't you asked me out?" Kevin choose the wrong time to take a drink from his smoothie, hastily choking on the contents in surprise.

"What?"

"You heard me," she pressed. "You obviously like me." Kevin scoffed, backing up as she moved closer. "You do! I see you mooning at me when you think no one is looking."

"_Mooning_?"

She ignored him. "And I like you, too. So I'm asking you again."

He shook his head, incredulous. "We're not talking about this."

Gwen huffed, sending him a glare before turning away. He watched her go, figure disappearing into darkness.

"Ben," he called out, only to be promptly ignored. He sighed, walking over to the teen and taking a seat on the curb. His arm slung over Ben's shoulder in what Kevin hoped was comforting, speaking again.

"You know, my dog used to gnaw at a spot on his butt over and over," he told the hero. "The vet made us put a cone around his neck." The underlining threat was there, obsidian eyes watching as Ben switched the hologram off.

He turned his attention to Kevin, feeling the weight on his shoulders in more ways than one. The omnitrix felt warm on his wrist, vibrating with power. He hadn't had any luck in trying to find out what the machine had been doing to him, but he managed to notice the changes when they were there.

And maybe if Ben had been thinking more about a certain ex-con than the end of the world, well, that was his business.

"Easy does it," he mocked. "I'm not the one you're made at." Kevin laughed nervously, retracting his arm, and Ben nudged him roughly.

"You don't need to be so mean," he pouted at the younger, and Ben was the one that laughed. He finally got to his feet, helping the older up.

"Wanna go fight some monsters or something?"

"Or something," Ben answered. "Can I see your Plumber's badge?" A moment of hesitation flickered over Kevin's face, and he could understand that. He waited patiently, mildly surprised when the Osmosian handed it over without question.

He pressed a button on the side, bringing up the map. It was holographic, displaying glowing dots in vibrant light. "Each of these blips shows the location of another badge," he informed Kevin.

"Yep," he agreed, not quite getting the point.

"And where there's a Plumber's badge," Ben continued. "There's a Plumber. Or, at least a Plumber's kid." He handed the badge back, closing his eyes briefly. Sure enough, the coordinates were there, mapped out in his head. "Come on. You're driving."

He went to the car, sliding into the passenger's seat. Kevin got right in after him, starting up the engine, and they were off.

* * *

"Plumber, plumber, plumber, plumber," Gwen repeated, voice drifting to their ears from the backseat. Ben had insisted on picking her up, something about her "rare Anodite abilities," and Kevin was beginning to wish he had ignored the demand.

"You ever notice that if you say a word enough times, it looses its meaning?" She asked them, sounding annoyed, and Kevin only huffed. Ben didn't spare a glance to either one of them, eyebrows furrowed in concentration as he directed them. Kevin didn't know how he was doing that without a map, and honestly, he didn't have much room to care.

"Like a chance to ask someone out," she said. "Every time that chance comes along, it has less and less meaning, until you don't have the chance at all." Ben actually looked up this time, frowning slightly.

"Oh, for crying out loud," Kevin groaned. The frown turned into a smug grin.

"Are you guys having a fight?" Ben asked. He didn't receive an answer, Kevin glaring at the cousins being proof enough.

It was a while until they found the disturbance. The car came to a stop on the freeway, just in time to see the bridge start to collapse. Smoke wafted into the air from below, and they got out, seeing the wreckage caused by a veering truck.

The three faintly spotted the man in the driver's seat, pulse dwindling. The omnitrix started making calculations in his mind but he ignored them, watching as a car started to fall with the broken bridge.

"Gwen!" Ben shouted, and she got the command, running to the vehicle. Strands of mana saved it just in time, wrapping around the metal and lifting it back onto a safe part of the street.

The rest of the road began to break down, pavement crumbling into pieces. Gwen tried to hold it up with her powers, creating a slide for the citizens to go down on, but the chances of no one dying were steadily decreasing. Acting fast, he activated his watch, selecting an alien at random.

Ben felt as his bones started expanding, skin hardening into something like armor. Humungousaur dropped down, taking the weight of the structure on his back. His legs shook with effort but he held up, dinosaur-like features twisting in displeasure.

"Get everyone off quickly," he rumbled, tone strained. "I can't hold this for much longer." He looked around as best he could, spotting Kevin retrieving the driver from the burning truck and Gwen helping the civilians to safety. The Anodite saw the girl before he did, walking in a daze down the street as cars zoomed pass in a hurry to escape the accident.

Gwen shouted in alarm, Humungousaur watching on in pain and confusion. Her energy readings were extremely off, much lower than a human her age should have. Even now they sparked weakly, but it was as if she had gained years at an impossibly fast level.

Kevin answered in alarm, but all of them were occupied. They saw as a car came too close to her, inches away. The omnitrix let out a spark of green electricity, causing waves of pain to run over his body like they hadn't ever before. He held back the yell, barely making it out as a figure in golden light snatched the girl in time.

The car swiveled but stayed on track, driving past even quicker. Humungousaur struggled to keep the structure up, Kevin rescuing the driver seconds before the truck went up in flames. Gwen signaled that everyone was safe, and he let the bridge fall as he transformed back.

Ben ran to the two strangers, sparks still running along the outer length of the omnitrix. He hissed whenever they made contact with skin, confused. What was so important that his watch was causing him pain to get the point across?

The girl was in a heap on the pavement, school clothes torn at. Curly black hair was stuck to her forehead with sweat, honey eyes wide with fear, but the thing he noticed off the bat was her sudden youth. He kept quiet, the three watching as she mumbled nonsense.

"It's okay, Trina," the stranger said, glow absent. He hugged her to his chest, blonde hair askew, and the omnitrix went even crazier. Ben gasped in pain as a large spark wrapped around his arm, disappearing faster than it came, machinery vibrating ferociously against his skin. Kevin shot him a look of concern he didn't catch, hiding his watch behind the sleeve of his jacket and forcing a stoic expression on his features.

Trina cried into the stranger's chest, body shaking. He held her tight, rubbing comforting circles on her back. Ben frowned harder, trying to get a scan on his DNA, but his watch seemed to be closing off on him.

"You're safe now," he continued. "These guys saved you." The electricity seemed to let up for the smallest moment when the guy looked their way, blue irises sparkling on a handsome face.

"Your friend's the one who saved you," Ben insisted, half-forcing the smile. "He's just being modest." Trina only looked at them with increased fear, something he tried to understand.

The stranger distracted him slightly, standing up. "Whoever you guys are, _whatever_ you are, thank you," he said. The Plumber's badge on his belt was noted by Ben, the reason the coordinates had lead them here. "Something strange has been happening to the girls at our school lately."

"Glad to help," Ben promised. "We made a good team out there." He glanced down again, choosing to comment. "You've got a Plumber's badge."

He smiled softly, fingers twiddling with the mechanism. "Yeah, my dad gave it to me," he murmured. "You guys know about the Plumbers?"

Kevin showed his own badge, speaking up. "At this point, we might as well _be_ them." He walked closer to the brunet, sending him a look at Ben's obvious discomfort, but the other waved it off.

"I'm Ben," he told the guy, hopes raising. "This is Kevin, and my cousin Gwen." Gwen waved shyly as the stranger's features morphed into shock.

"Wait," he said, holding up a hand. "Ben as in Ben Tennyson?" He walked up, and the watch sparked under his sleeve. "I'm a huge fan of yours! I heard you disappeared." He grasped Ben's hand, shaking it excitedly.

Ben grinned even wider, slightly surprised. "Thanks," he said, reciprocating the gesture. "And you?"

"I'm Michael Morningstar," the blonde answered, and his mouth twitched into an almost sinister smirk.

* * *

_Gwen was really screaming to be killed in this episode. Really. _

_Oh, I'm also going to start updating my _**Bio**_ the day before I upload a chapter. It'll tell you guys in the _**News**_ section for whichever story I happen to be currently on for the moment. Just something I thought you should know ^_^_

_Next chapter will be up soon!_


	13. Chapter Twelve

**Next Deadline: October 5**

* * *

The mansion was enormous, ceiling stretching high above their heads and the sound of their shoes hitting the floor echoing throughout the halls. Ben glanced around at the place, with tall windows and comfy furniture, eyes finding a control room of sorts.

"What is all this stuff?" He asked, staring at the huge monitors and electronics. The omnitrix hummed on his wrist, occasionally sparking painfully against skin, but Ben ignored it for the most part.

"Some of my dad's Plumbers gear," Michael answered. "I brought it over from his headquarters." He looked at Gwen standing beside him, smile lighting up his features. "I could take you to there later if you want."

Gwen blushed, Kevin moving closer to the group from where he had been sulking in the corner. Ben sent him a reassuring smile that wasn't returned.

"We'd all like to see it," Ben offered up. He was probably a bit too excited, but for all the Plumbers they got on their team the closer they were to helping Grampa Max.

"It'd make my day," Kevin grumbled sarcastically, and Ben smacked him lightly on the shoulder. The omnitrix bristled at the contact, sending a bit of electricity at the action to the two of them, and Kevin yelped.

The others didn't seem to notice, Michael leading Gwen by the hand to a screen nearby. Kevin turned on the shorter, scowling. "What was that for?"

Ben held up his hands. "Sorry!" Kevin took his wrist, surprisingly gentle, making sure not to touch the watch.

"What is with this thing?" He murmured, frustrated. "Did you already manage to break it again, Tennyson?"

"Hey!" He scolded indignantly. "The omnitrix has been acting weird since I put it on. I did nothing." _Except take it off in the first place_, his mind reminded himself, but Ben chose to ignore that.

"Whatever." With that, Kevin released him, stalking over to his cousin and their new friend. Ben sighed, wincing at the rush of static running up his arm, but followed the other nonetheless.

Michael was saying something to Gwen when they came over, raising his voice so the others could hear. "I'm patched into the central Plumbers monitoring network," he told them. "It's connected to _everything_; global and interplanetary internet, Earthbound law enforcement frequencies- oh, and of course, the badge communicator channel."

Ben didn't even bother understanding most of that, and the omnitrix wasn't in a sharing mood. It was almost strange, having grown accustomed to sharing a mind with a supercomputer, now closed off and alone. Kevin, however, had looked impressed up until the last part, dark eyes glimmering, and Ben was reminded of one of the reasons the Osmosian had been a constant thought in his mind the past few weeks.

"Communicator channel?" He questioned, sounding puzzled. Michael aimed a smirk their way, thinly veiled and heavily amused.

"Yeah," he replied. "You did know the badges are communicators, didn't you?" That sounded familiar to Ben but Kevin only frowned, Michael simply choosing to turn away from the conversation.

Gwen's irises were alight with wonder, soft green gleaming in the chandelier light from above. "So, you keep an eye on things with this stuff and use your powers to help people?" She smiled even wider. "You're like your neighborhood's very own superhero."

Michael's voice was soft when he answered. "Never thought of it that way," he admitted. "But, I guess so."

Ben stepped closer to the others, smile on his face. "You know what I'm thinking?" He said aloud to nobody in particular, considering.

"I know what I'm thinking," Kevin grumbled, and Ben rolled his eyes. He had to raise his head to meet Michael's bright blue irises.

"You should join our team." The answering grin was just as bright as his own, making Michael's entire face come to life.

"Don't you think we should, I don't know, get to know this guy better first?" Kevin objected, arms crossed. Ben glanced behind him at the Osmosian, repressing the urge to stick out his tongue.

"What's to know?" He answered. "He's got the powers, he's got the gear-"

"He's got a sparkly trail when he flies-"

"- and it's what Grampa told us to do." Kevin, who had gotten grumpier with each praise, look taken aback at the stubbornness in his voice. Ben turned away, facing Michael once more.

"My Grampa was a Plumber," he said. "And he disappeared looking into this big alien conspiracy that's going on against Earth. We're trying to find him so we can stop it." He let that sink in. "Wanna help?"

Michael didn't seem to need much more convincing other then Gwen's excited nod. "I'd love to," he answered.

His watch seemed to disagree just as much as Kevin, choosing the moment to buzz loudly. He gasped in pain as it started to heat up, burning his skin. Green electricity ran down his arm, speeding along his left leg and striking the ground. The lights began to falter as the power momentarily went out, omnitrix searching for energy, and the sparks died down.

The lights switched back on in a span of seconds, Kevin having crossed the distance between them. His hand gripped onto Ben's wrist as if trying to keep the electricity in, and the shorter appreciated the effort. The buzzing came to a stop, leaving them in silence, but Ben could hear as the omnitrix started back up in his head.

* * *

The sky stretched above their heads in an endless dark canvas of glimmering stars, wind whistling through their ears. It was icy cold but Ben didn't feel it, leading the group as they walked.

It hadn't been long before the omnitrix had found and alerted him to a massive energy-drain, showing him the coordinates to the local power substation. Ben had given up trying to figure out why his watch had been acting even more strange today, instead taking the others to figure out the problem.

Kevin didn't leave his side as they approached the tall iron gates, almost seeming protective. He knew that him and Gwen had been concerned about him lately, and the episode a while back seemed to increase their worry. He didn't say anything for this exact reason, approaching the entrance with caution.

Ben's fingers found the broken lock, clasping it briefly in his hand. "Stay sharp," he warned the others. "We've got company."

He opened the gates, hearing them creak out into the night. Ben stepped forward, watching their surroundings as his team followed. He didn't know what to think of the place, with tall metal structures and energy radiating from all sides, but he could feel as the omnitrix resisted feeding off all the power.

"What's wrong with you?" He whispered, accusation being murmured just under his breath, but the watch didn't offer any reply.

"Sounds like that buzzing sound you hear in old monster movies," Michael noted helpfully, talking about the strange vibrating in the background.

"Anytime you hear a sound and your only reference is a monster movie, it's a good idea to walk the other way," Kevin told them, just as jumpy. Ben sighed at the two, slightly annoyed.

"Good rule of thumb," he murmured. The omnitrix put all his senses on high alert as they passed the corner, forcing his head to turn with an easy flick of his neck that should have had him killed. Ben gave a sharp intake of breath, feeling his bones adjust and the rest of his body turn, and the sight in front of him made him temporarily forget the sensation.

Two beams were bathed in bright electricity, aiming at a small human form between them. It was a girl, dressed in ratty school clothes, skin wrinkled and pale and hair frizzy around her broken face. She tilted her head, as if in a daze, staring at the group with empty sockets in place of eyes.

Gwen screamed, Michael coming forward and holding an arm out in front of her. Ben tensed, body finally rearranging itself, hand ghosting towards the omnitrix. The girl screeched, limping forward in a rage, and other victims in the same outfit crawled out from their hiding places amongst the machines and started towards them.

"The girls here are kinda weird," Ben muttered, watching their slow approach. His vision focused on the symbols speckled on their arms, and Ben resisted the urge to slam the omnitrix against the ground in frustration and slight fear. He prided himself on having complete control over his body, but this was getting seriously freaky.

Michael broke his train of thought, quite fortunately, speaking from his right. "They're wearing outfits from my school," he informed the others. "But I don't recognize them." He stepped ahead of Ben as the group got closer, firing a beam of golden light at their feet, and the zombie-girls stumbled back.

The omnitrix vibrated hard on his wrist at the action, power levels surprisingly low. Ben furrowed his eyebrows, mumbling a "thanks" to his new teammate as he considered the issue. Michael fired another energy beam at the enemy, careful not to wound.

"Try not to hurt them," he warned, sounding worried. "We might be able to reverse this whatever-it-is." Ben agreed silently, taking his chances and running to the abandoned beams. He placed a hand on the metal, his watch absorbing the left-over traces of power.

Ben flexed his fingers as the machine finished, feeling strangely rejuvenated. He knew it wouldn't last long, calculating the amount of power seemingly being drained each picosecond. He couldn't put a finger on what exactly was targeting his watch, growing more confused, and Ben didn't notice the enemy until she launched herself at him.

Ben yelped as he was dragged down, head hitting the floor hard, and his vision sank down into darkness.

* * *

_Hope you enjoyed! _

_On a side note, I'm going to start replying to any reviews in the Author's Notes. So, if you have any questions, feel free to leave a comment on your way out. News on my _**Bio**_ as always, and the deadline is above._


End file.
